Specimen Series B Convertible Preferred Stock



 EXHIBIT 4.2 
 [SPECIMEN SERIES B PREFERRED STOCK CERTIFICATE] 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 APRIL 26, 1996 
  

			
	 NUMBER
	 	SHARES
	
	 NOVATEL WIRELESS, INC.

		
	 50,000,000 SHARES COMMON STOCK
	 	2,000,000 SHARES PREFERRED STOCK
		
	 $.001 PAR VALUE EACH
	 	$.001 PAR VALUE EACH

  
 THIS CERTIFIES THAT
                                        
                                     IS THE REGISTERED 

 
 HOLDER OF
                             Shares of the Series B Convertible Preferred Stock of Novatel Wireless,
Inc. 
 transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

  
 IN WITNESS WHEREOF, the said
Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed 
  
 this                      day of
                     A.D.
                     
  
 [SEAL] 
  

			
		
	
	    	

	 Melvin L. Flowers, Secretary
	    	Mark Rossi, Chairman of the Board








 NO. 
  
 CERTIFICATE 
 FOR 
  
 SHARES 
  
 OF 
  
 ISSUED TO 
  
 DATED 
  
 For Value Received,
                                        
hereby sell, assign and transfer unto 
                                       
                                        
                                        
               Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                        
Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated
                                     
 In presence of
                                     
  
 NOTICE: THE SIGNATURE OF THIS ASSIGNMENT 
 MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE 
 FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT 
 ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER. 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, EXCHANGED, MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR TO THE EXTENT THAT REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER SUCH ACT OR
UNDER APPLICABLE STATE LAWS OR (B) PURSUANT TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAW WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR
THE PURCHASER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. 
  
 REFER TO THE CERTIFICATE OF INCORPORATION, BYLAWS AND AGREEMENTS ON FILE WITH THE SECRETARY OF THE CORPORATION FOR FURTHER RESTRICTIONS. THE SHARES REPRESENTED HEREBY ARE ALSO SUBJECT TO A REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH
12, 2003. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF IT, AGREES TO BE BOUND BY THE PROVISIONS OF SUCH AGREEMENTS.