<PAGE>
                                                                     Exhibit 4.1

THE WARRANT EVIDENCED HEREBY, AND THE SHARES OF COMMON STOCK ISSUABLE
HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS THE PROPOSED DISPOSITION IS THE SUBJECT OF A CURRENTLY
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND SUCH STATE SECURITIES LAWS
IN CONNECTION WITH SUCH DISPOSITION.

                             NOVATEL WIRELESS, INC.

                          COMMON STOCK PURCHASE WARRANT

                             Void After_____, 2003

                    This Stock Purchase Warrant is Issued to

                      [INSERT NAME AND ADDRESS OF GRANTEE]

(hereinafter called the "initial registered holder" or the "registered holder,"
which term shall include its successors and assigns) by Novatel Wireless, Inc.,
a Delaware corporation (hereinafter referred to as the "Company"). The holder of
this Warrant is entitled to certain of the benefits conferred by that certain
Amended and Restated Series B Convertible Preferred Stock and Warrant Purchase
Agreement dated as of _______, 1998 (the "Purchase Agreement"), and that certain
Registration Rights Agreement, as amended, dated as of _______, 1997, as
amended (the "Registration Rights Agreement"), copies of which are on file at
the office of the Company at the address specified below. This Warrant may be
transferred by the registered holder only in accordance with the provisions of
Sections 1.04 and 5 hereof. A copy of the Purchase Agreement and the
Registration Rights Agreement will be furnished to any subsequent registered
holder hereof upon written request. The Registration Rights Agreement contains
an undertaking by the Company under certain circumstances to effect registration
and qualification under federal and state securities laws of, or to take other
action with respect to, the shares of Common Stock, par value $.001, of the
Company. ("Common Stock") issuable on exercise of this Warrant.


<PAGE>

Section 1. The Warrant.

        1.01 For value received and subject to the terms and conditions
hereinafter set forth, the registered holder is entitled, upon surrender of this
Warrant at any time on or prior to April 24, 2003 (with the subscription form
annexed hereto duly executed) at the office of the Company at 4250 East
Camelback Road, Suite K115, Phoenix, AZ 85018, or such other office of which the
Company shall notify the registered holder hereof in writing, to purchase from
the Company ______________, fully paid and non-assessable shares ("Initial
Exercisable Shares" and, as adjusted, from time to time as hereinafter provided,
"Exercisable Shares") of Common Stock for an initial exercise price of $4.26 per
share as adjusted from time to time as provided below, (the "Warrant Exercise
Price"). This Warrant may be exercised in full or in part from time to time. As
promptly as practicable after surrender of this Warrant and receipt of payment
of the Warrant Exercise Price, the Company shall issue and deliver to the
registered holder a certificate or certificates for shares of Common Stock, in
certificates of such denominations and in such names as the registered holder
may specify, together with any other stock, securities or property to which such
holder may be entitled to receive pursuant to Sections 1.05(B), 1.05(C) or
1.05(D) hereof. In the case of the purchase of less than all the shares
purchasable under this Warrant, the Company shall cancel this Warrant upon the
surrender hereof and shall execute and deliver a substitute Warrant of like
tenor for the balance of the shares purchasable hereunder. This Warrant shall
expire at 8;00 P.M. (Eastern Standard Time) on _______, 2003 and shall be void
thereafter.

        1.02 During the period within which the rights represented by this
Warrant may be exercised, the Company shall at all times have authorized and
reserved for the purpose of issue upon exercise of the rights evidenced hereby,
a sufficient number of shares of its Common Stock to provide for the exercise of
such rights. Upon surrender for exercise, this Warrant shall be canceled and
shall not be reissued; provided, however, that upon the partial exercise hereof
a substitute Warrant representing the rights to subscribe for and purchase any
such unexercised portion hereof shall be issued.

        1.03 Subject to compliance with applicable securities laws, this Warrant
may be subdivided into one or more Common Stock Purchase Warrants entitling the
registered holder to purchase shares of Common Stock in multiples of one or more
whole shares, upon surrender of this Warrant by the registered holder for such
purpose at the office of the Company.

        1.04 The Company shall maintain at its office (or at such other office
or agency of the Company as it may from time to time designate in writing to the
registered holder hereof), a register containing the names and addresses of the
holders of all Stock Purchase Warrants. The registered holder of such a Warrant
shall be the person in whose name such Warrant is originally issued and
registered, unless a subsequent holder shall have presented to the Company such
Warrant, duly assigned to him, for inspection and a written notice of his
acquisition of such Warrant and designating in writing the address of such
holder, in which case such subsequent holder of the Warrant shall become a
subsequent registered holder. Any registered holder of this Warrant may change
his address as shown on such register by written


                                      -2-

<PAGE>

notice to the Company requesting such change. Any written notice required or
permitted to be given to the registered holder of this Warrant shall be mailed,
by registered or certified mail, to such registered holder at his address as
shown on such register.

        1.05 The rights of the registered holder shall be subject to the
following terms and conditions:

               (A) Adjustments to the Warrant Exercise Price.

                      (i) Special Definitions. For purposes of this Subsection
1.05, the following definitions shall apply:

                             (1) "Option" shall mean rights, options or warrants
        to subscribe for, purchase or otherwise acquire either Common Stock or
        Convertible Securities.

                             (2) "Warrant Exercise Price" shall mean initially
        $4.26 per share and shall be subject to adjustment as hereinafter
        provided.

                             (3) "Original Issue Date" shall mean the date on
        which this Warrant was issued.

                             (4) "Stock Purchase Warrants" shall mean the
        Warrants sold by the Company pursuant to the Purchase Agreement.

                             (5) "Convertible Securities" shall mean any
        evidences of indebtedness, shares of capital stock (other than Common
        Stock) or other securities directly or indirectly convertible into or
        exchangeable for Common Stock.

                             (6) "Additional Shares of Common Stock" shall mean
        all shares of Common Stock issued (or, pursuant to Subsection
        1.05(A)(iii), deemed to be issued) by the Company after the Original
        Issue Date, other than:

                                     (a) up to 2,347,418 shares of the Company's
               Common Stock (appropriately adjusted to take account of any stock
               split, stock dividend, combination of shares or the like) to be
               issued upon conversion of the Company's Series B Convertible
               Preferred Stock ("Series B Preferred Stock"), assuming conversion
               of all of the outstanding shares of the Series B Preferred Stock
               of Novatel Wireless Technologies Ltd. ("NWT") into shares of the
               Series B Preferred Stock;

                                     (b) up to 3,515,655 shares of the Company's
               Common Stock (appropriately adjusted to take account of any stock
               split, stock dividend, combination of shares or the like) to be
               issued upon conversion of shares of the Company's Series A
               Preferred Stock, assuming conversion of all of the


                                      -3-

<PAGE>

               outstanding shares of the Series A Preferred Stock of NWT into
               shares of the Series A Convertible Preferred Stock of the
               Company ("Series A Preferred Stock");

                                     (c) up to 800,176 shares of the Company's
               Common Stock to be issued upon exercise of warrants to purchase
               the Company's Common Stock granted by the Company;

                                     (d) up to 80,106 shares of the Company's
               Common Stock to be issued upon exchange of shares of the
               exchangeable common stock of NWT issued upon exercise of warrants
               to purchase such shares;

                                     (e) any minimum number of shares of capital
               stock required by law to be issued to directors of the Company;

                                     (f) up to 796,056 shares (appropriately
               adjusted to take account of any stock split, stock dividend,
               combination of shares or the like), or such higher number of
               shares as is recommended by the Compensation Committee of the
               Company's Board of Directors and approved by the Company's Board
               of Directors, of Common Stock (or related options) issued or
               issuable to officers, directors or employees of, or consultants
               to, the Company pursuant to a stock purchase or option or warrant
               plan or other similar arrangement approved by the Board of
               Directors;

                                     (g) any shares of capital stock, not to
               exceed one-half of one percent of the total issued and
               outstanding capital stock of the Company on an "as converted to
               Common Stock" basis, the issuance of which is approved by vote of
               a majority of the Board of Directors of the Company, including
               the affirmative vote of a majority of the directors designated
               for election by the holders of the Series A and Series B
               Preferred Stock; and

                                     (h) not more than ten shares of capital
               stock of the Company on an "as converted to Common Stock" basis,
               the issuance of which resulted from mathematical or other error
               or inadvertence, provided that the transaction in which such
               shares were issued was approved at the time by vote of a majority
               of the Board of Directors of the Company, including the
               affirmative vote of a majority of the directors designated for
               election by the holders of the Company's Series A and Series B
               Preferred Stock.

                      (ii) No Adjustment to Warrant Exercise Price. No
adjustment to the Warrant Exercise Price shall be made unless the consideration
per share for an Additional Share of Common Stock issued or deemed to be issued
by the Company is less than the Warrant Exercise Price in effect on the date of,
and immediately prior to, the issue of such Additional Share of Common Stock.


                                      -4-

<PAGE>

                      (iii) Issue of Securities Deemed Issue of Additional
Shares of Common Stock.

                             (1) Options and Convertible Securities. In the
        event the Company at any time or from time to time after the Original
        Issue Date shall issue any Options or Convertible Securities or shall
        fix a record date for the determination of holders of any class of
        securities entitled to receive any such Options or Convertible
        Securities, then the maximum number of shares (as set forth in the
        instrument relating thereto without regard to any provisions contained
        therein for a subsequent adjustment of such number) of Common Stock
        issuable upon the exercise of such Options or, in the case of
        Convertible Securities and Options therefor, the conversion or exchange
        of such Convertible Securities, shall be deemed to be Additional Shares
        of Common Stock issued as of the time of such issue or, in case such a
        record date shall have been fixed, as of the close of business (Eastern
        Standard Time or Eastern Daylight Savings Time, if applicable) on such
        record date, provided that Additional Shares of Common Stock shall not
        be deemed to have been issued unless the consideration per share
        (determined pursuant to Subsection 1.05(A)(v) hereof) of such Additional
        Shares of Common Stock would be less than the Warrant Exercise Price in
        effect on the date of and immediately prior to such issue, or such
        record date, as the case may be, and provided further that in any such
        case in which Additional Shares of Common Stock are deemed to be issued:

                                     (a) no further adjustment in the Warrant
               Exercise Price shall be made upon the subsequent issue of
               Convertible Securities or shares of Common Stock upon the
               exercise of such Options or conversion or exchange of such
               Convertible Securities;

                                     (b) if such Options or Convertible
               Securities by their terms provide, with the passage of time or
               otherwise, for any increase in the Consideration as defined in
               Subsection 1.05(A)(v) payable to the Company, or decrease in the
               number of shares of Common Stock issuable, upon the exercise,
               conversion or exchange thereof, the Warrant Exercise Price
               computed upon the original issue thereof (or upon the occurrence
               of a record date with respect thereto), and any subsequent
               adjustments based thereon, shall, upon any such increase or
               decrease becoming effective, be recomputed to reflect such
               increase or decrease insofar as it affects such Options or the
               rights of conversion or exchange under such Convertible
               Securities;

                                     (c) upon the expiration of any such Options
               or any rights of conversion or exchange under such Convertible
               Securities which shall not have been exercised, the Warrant
               Exercise Price computed upon the original issue thereof (or upon
               the occurrence of a record date with respect thereto), and any
               subsequent adjustments based thereon, shall, upon such
               expiration, be recomputed as if:


                                      -5-

<PAGE>

                                             (i) In the case of Convertible
               Securities or Options for Common Stock the only Additional Shares
               of Common Stock issued were the shares of Common Stock, if any,
               actually issued upon the exercise of such Options or the
               conversion or exchange of such Convertible Securities and the
               consideration received therefor was the consideration actually
               received by the Company for the issue of all such Options,
               whether or not exercised, plus the consideration actually
               received by the Company upon such exercise, or for the issue of
               all such Convertible Securities which were actually converted or
               exchanged, plus the additional consideration, if any, actually
               received by the Company upon such conversion or exchange; and

                                             (ii) in the case of Options for
               Convertible Securities only the Convertible Securities, if any,
               actually issued upon the exercise thereof were issued at the time
               of issue of such Options, and the consideration received by the
               Company for the Additional Shares of Common Stock deemed to have
               been then issued was the consideration actually received by the
               Company for the issue of all such Options, whether or not
               exercised, plus the consideration deemed to have been received by
               the Company (determined pursuant to Subsection 1.05(A)(v)) upon
               the issue of the Convertible Securities with respect to which
               such Options were actually exercised;

                                     (d) no readjustment pursuant to clause (b)
               or (c) above shall have the effect of increasing the Warrant
               Exercise Price to an amount which exceeds the lower of (i) the
               Warrant Exercise Price on the original adjustment date, or (ii)
               the Warrant Exercise Price that would have resulted from any
               issuance of Additional Shares of Common Stock between the
               original adjustment date and such readjustment date;

                                     (e) in the case of any Options which expire
               by their terms not more than thirty days after the date of issue
               thereof, no adjustment of the Warrant Exercise Price shall be
               made until the expiration or exercise of all such Options,
               whereupon such adjustment shall be made in the same manner
               provided in clause (c) above; and

                                     (f) if such record date shall have been
               fixed and such Options or Convertible Securities are not issued
               on the date fixed therefor, the adjustment previously made in the
               Warrant Exercise Price which became effective on such record date
               shall be canceled as of 8:00 P.M. Eastern Standard Time (or
               Eastern Daylight Savings Time if applicable) on such record date,
               and thereafter the Warrant Exercise Price shall be adjusted
               pursuant to this Subsection 1.05(A)(iii) as of the actual date of
               their issuance.

                      (2) Stock Dividends. Stock Distributions and Subdivisions.
        In the event the Company at any time or from time to time after the
        Original Issue Date


                                      -6-

<PAGE>

        shall declare or pay any dividend or make any other distribution on the
        Common Stock payable in Common Stock or effect a subdivision of the
        outstanding shares of Common Stock (by reclassification or otherwise
        than by payment of a dividend in Common Stock), then and in any such
        event, Additional Shares of Common Stock shall be deemed to have been
        issued:

                                     (a) in the case of any such dividend or
               distribution, immediately after 8:00 P.M. (Eastern Standard Time
               on Eastern Daylight Savings Time, if applicable) on the record
               date for the determination of holders of any class of securities
               entitled to receive such dividend or distribution, or

                                     (b) in the case of any such subdivision, at
               8:00 P.M. (Eastern Standard Time or Eastern Daylight Savings
               Time, if applicable) on the date immediately prior to the date
               upon which such corporate action becomes effective.

               If such record date shall have been fixed and no part of such
               dividend shall have been paid on the date fixed therefor, the
               adjustment previously made in the Warrant Exercise Price which
               became effective on such record date shall be canceled as of
               8:00 P.M. (Eastern Standard Time or Eastern Daylight Savings
               time, if applicable) on such record date, and thereafter the
               Warrant Exercise Price shall be adjusted pursuant to this
               Section 1.05(A)(iii) as of the time of actual payment of such
               dividend.

                      (iv) Adjustment to the Warrant Exercise Price Upon
Issuance of Additional Shares of Common Stock. In the event that at any time or
from time to time after the Original Issue Date, the Company shall issue
Additional Shares of Common Stock (including, without limitation, Additional
Shares of Common Stock deemed to be issued pursuant to Subsection
1.05(A)(iii)(1) but excluding Additional Shares of Common Stock deemed to be
issued pursuant to Subsection 1.05A(iii)(2), which event is dealt with in
Subsection 1.05(A)(vi)(1)), without consideration or for a consideration per
share less than the applicable Warrant Exercise Price in effect on the date of
and immediately prior to such issue, then and in such event, such Warrant
Exercise Price shall be reduced concurrently with such issue, to a price equal
to the Consideration Per Share for which such Additional Shares of Common Stock
are issued or deemed to be issued; provided that the applicable Warrant Exercise
Price shall not be so reduced at any time if the amount of such reduction would
be an amount less than $.01, but any such amount shall be carried forward and
reduction with respect thereto made at the time of and together with any
subsequent reduction which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $.01 or more.

                      (v) Determination of Consideration. For purposes of this
Subsection 1.05(A), the consideration (the "Consideration") received or
receivable by the Company for the issue of any Additional Shares of Common Stock
shall be computed as follows:


                                      -7-

<PAGE>

                             (1) Cash and Property: Such Consideration shall:

                                     (a) insofar as it consists of cash, be
               computed at the aggregate amounts of cash received by the Company
               excluding amounts paid or payable for accrued interest or accrued
               dividends;

                                     (b) insofar as it consists of property
               other than cash, be computed at the fair value thereof at the
               time of such issue, as determined in good faith by the Board of
               Directors; and

                                     (c) in the event Additional Shares of
               Common Stock are issued together with other shares or securities
               or other assets of the Company for consideration which covers
               both, be the proportion of such consideration so received or
               receivable computed as provided in Subsections 1.05(A)(v)(1)(a)
               and 1.05(A)(v)(1)(b) above, allocable to such Additional Shares
               of Common Stock as determined in good faith by the Board of
               Directors; provided, however, that in the event warrants or other
               options to purchase shares of Common Stock are issued without
               consideration or for a nominal consideration contemporaneously
               with the issuance of debt or preferred stock, or both, then the
               consideration received by the Company for such debt or preferred
               stock shall be deemed properly allocated to the issuance of the
               warrants or options.

                      (2) Additional Shares of Common Stock other than Options
        and Convertible Securities. The Consideration per share (the
        "Consideration Per Share") for the issue of any Additional Shares of
        Common Stock other than Options and Convertible Securities shall be the
        Consideration for the issue of any Additional Shares of Common Stock
        other than Options or Convertible Securities, divided by the total
        number of such Additional Shares of Common Stock issued by the
        Corporation in exchange therefor.

                      (3) Options and Convertible Securities. The Consideration
        per share (also the "Consideration Per Share," as the context requires)
        for Additional Shares of Common Stock deemed to have been issued
        pursuant to Subsection 1.05(A)(iii)(1), relating to Options and
        Convertible Securities, shall be computed by dividing (x) the
        Consideration for the issue of such Options or Convertible Securities,
        plus the aggregate amount of additional Consideration (as set forth in
        the instruments relating thereto, without regard to any provision
        contained therein for a subsequent adjustment of such consideration)
        payable to the Company upon the exercise of such Options or the
        conversion or exchange of such Convertible Securities, or in the case of
        Options for Convertible Securities, the exercise of such Options for
        Convertible Securities and the conversion or exchange of such
        Convertible Securities, by (y) the number of shares of Common Stock (as
        set forth in the instruments relating thereto, without regard to any
        provision contained therein for a subsequent adjustment of such


                                      -8-

<PAGE>

        number) issuable upon the exercise of such Options or the conversion or
        exchange of such Convertible Securities.

                      (vi) Adjustment of the Warrant Exercise Price for
Dividends, Distributions, Subdivisions, Combinations or Consolidations of
Common Stock.

                             (1) Stock Dividends, Distributions or Subdivisions.
        In the event the Company shall be deemed to have issued Additional
        Shares of Common Stock pursuant to Subsection 1.05(A)(iii)(2) in a stock
        dividend, stock distribution or subdivision, the Warrant Exercise Price
        in effect immediately before such deemed issue shall, concurrently with
        the effectiveness of such deemed issue, be proportionately decreased.

                             (2) Combinations or Consolidations. In the event
         the outstanding shares of Common Stock shall be combined or
         consolidated, by reclassification or otherwise, into a lesser number of
         shares of Common Stock, the Warrant Exercise Price in effect
         immediately prior to such combination or consolidation shall,
         concurrently with the effectiveness of such combination or
         consolidation, be proportionately increased.

               (B) Adjustments for Certain Dividends and Distributions. In the
event that at any time or from time to time after the Original Issue Date the
Company shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Company other than shares of Common Stock, then and
in each such event provision shall be made so that the holders of Stock Purchase
Warrants shall receive upon exercise thereof in addition to the number of shares
of Common Stock receivable thereupon, the amount of securities of the Company
that they would have received had their Stock Purchase Warrants been exercised
for Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the exercise date, retained
such securities receivable by them as aforesaid during such period, giving
application during such period to all adjustments called for herein.

               (C) Adjustments for Reclassification, Exchange, or Substitution.
In the event that at any time or from time to time after the Original Issue
Date, the Common Stock issuable upon the exercise of this Warrant shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a merger, consolidation, or sale of assets provided for below), then
and in each such event the registered holder of this Warrant shall have the
right thereafter to exercise this Warrant for the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, or other change, by holders of the number of shares of Common
Stock into which such Warrant might have been exercisable for immediately prior


                                      -9-

<PAGE>

to such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

               (D) Adjustment for Merger, Consolidation or Sale of Assets. In
the event that at any time or from time to time after the Original Issue Date,
the Company shall sell all or substantially all of its assets or merge or
consolidate with or into another entity, this Warrant shall thereafter be
exercisable for the kind and amount of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Company deliverable upon exercise of this Warrant would have been entitled to
receive upon such consolidation, merger or sale; and, in such case, appropriate
adjustment (as determined in good faith by the Board of Directors) shall be made
in the application of the provisions in this Section 1.05 with respect to the
rights and interest thereafter of the registered holders of the Stock Purchase
Warrants, to the end that the provisions set forth in this Section 1.05
(including provisions with respect to changes in and other adjustments of the
Warrant Exercise Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of this Warrant.

               (E) No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or By-Laws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, including, without limitation, voluntary bankruptcy
proceedings, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company but shall at all
times in good faith assist in the carrying out of all the provisions of this
Section 1.05 and in the taking of all such action as may be necessary or
appropriate on order to protect the rights of the registered holder of this
Warrant against impairment.

               (F) Notice of Adjustment of the Warrant Exercise Price or Number
of Exercisable Shares. Upon the occurrence of each adjustment, readjustment or
other change relating to the Warrant Exercise Price or in the Number of
Exercisable Shares, then, and in each such case, the Company at its expense
shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder at the address of such registered holder as
shown on the books of the Company, which notice shall state the Warrant Exercise
Price resulting from such adjustment and the increase or decrease in the number
of Exercisable Shares (or other denominations of securities) purchasable at the
Warrant Exercise Price upon the exercise of this Warrant setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

               (G) Notice. In case at any time: (1) the Company shall pay any
dividend or make any distribution (other than regular cash dividends from
earnings or earned surplus paid at an established rate) to the holders of its
Common Stock; (2) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights; (3) there shall be any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with or
sale of all or substantially all of its assets to another corporation; or (4)
there shall be a voluntary or


                                      -10-

<PAGE>

involuntary dissolution, liquidation or winding up of the Company; then, in any
one or more of such cases, the Company shall give written notice, by first class
mail, postage prepaid, addressed to the registered holder at the address of such
registered holder as shown on the books of the Company of the date on which (a)
the books of the Company shall close or a record date shall be fixed for
determining the shareholders entitled to such dividend, distribution or
subscription rights, or (b) such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up shall take
place, as the case may be. Such notice shall also provide reasonable details of
the proposed transaction and specify the date as of which the holders of Common
Stock of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be. Such written notice shall be given at least 20 days prior to the action
in question and not less than 20 days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

               (H) Voting Rights. This Warrant shall not entitle the registered
holder to any voting rights or any other rights as a stockholder of the Company
but upon presentation of this Warrant with the subscription form annexed duly
executed and the tender of payment of the Warrant Exercise Price at the office
of the Company pursuant to the provisions of this Warrant the registered holder
shall forthwith be deemed a stockholder of the Company in respect of the shares
of Common Stock so subscribed and paid for.

               (I) No Change Necessary. The form of this Warrant treed not be
changed because of any adjustment in the Warrant Exercise Price or in the number
of shares of Common Stock issuable upon its exercise. A Warrant issued after any
adjustment on any partial exercise or upon replacement may continue to express
the same Warrant Exercise Price and the same number of shares of Common Stock
(appropriately reduced in the case of partial exercise) as are stated on this
Warrant as initially issued, and that Warrant Exercise Price and that number of
shares shall be considered to have been so changed as of the close of business
on the date of adjustment.

        Section 2. Covenant of the Company. All shares of Common Stock which may
be issued upon the exercise of the rights represented by this Warrant, shall,
upon issuance, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.

        Section 3. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon exercise of this Warrant. If, upon
exercise of this Warrant as an entirety, the registered holder would, except for
the provisions of this Section 3, be entitled to receive a fractional share of
Common Stock, then the Company shall pay in cash to such registered holder an
amount equal to such fractional share multiplied by the fair market value of one
share of Common Stock (as reasonably determined by the Board of Directors of the
Company) on the date of such exercise.


                                      -11-

<PAGE>

        Section 4. Substitution. In case this Warrant shall be mutilated, lost,
stolen or destroyed, the Company will issue a new Warrant of like tenor and
denomination and deliver the same (a) in exchange and substitution for and upon
surrender and cancellation of any mutilated Warrant, or (b) in lieu of any
Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the
Company of the loss, theft, or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction), and of indemnity (or, in the case of the initial holder
or any other institutional holder, an indemnity agreement) satisfactory to the
Company.

        Section 5. Transfer Restrictions. This Warrant or the shares of Common
Stock into which this Warrant is exercisable shall not be sold, transferred,
pledged or hypothecated unless the proposed disposition is the subject of a
currently effective registration statement under the Securities Act of 1933, as
amended, or unless the Company has received an opinion of counsel reasonably
satisfactory in form and scope to the Company that such registration is not
required except that such restrictions shall not apply to any transfer of this
Warrant or the shares of Common Stock into which this Warrant is exercisable:
(i) to a partner or other affiliate of the registered holder, including any
entity of which the registered holder or a related entity is a General Partner;
(ii) by gift or bequest or through inheritance to, or for the benefit of, any
member or members of the registered holder's immediate family; (iii) by a
registered holder to a trust (a) in respect of which the registered holder
serves as trustee, provided that the trust instrument governing such trust shall
provide that the registered holder, as trustee, shall retain sole and exclusive
control over the voting and disposition of such Warrant until the termination of
this Warrant or (b) for the benefit solely of any member or members of the
registered holder's immediate family; and (iv) pursuant to any underwritten
public offering of Common Stock pursuant to an effective registration statement
under the Securities Act.

        Section 6. Remedies. The Company stipulates that the remedies at law of
the registered holder of this Warrant in the event of any default or threatened
default by the Company in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

        Section 7. Taxes. The Company shall pay any taxes or other charges that
may be imposed in respect of the issuance and delivery of the Warrant or any
shares of Common Stock or other property upon exercise hereof.

        Section 8. Governing Law. This Warrant shall be deemed a contract made
under the laws of the State of Delaware and its provisions and the rights and
obligations of the parties hereunder shall be governed by, and construed and
enforced in accordance with, the substantive laws of the State of Delaware,
without regard to its principles of conflicts of laws.


                                      -12-

<PAGE>

        Section 9. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.

                                      ****



                                      -13-

<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant
to be signed by its Chairman thereunto duly authorized and its corporate seal to
be hereunto affixed and attested by its Secretary as of the ____ day of April,
1998.


ATTEST:                                 NOVATEL WIRELESS, INC.


By:                                     By:
   -------------------------------         ------------------------------------
Name: Melvin L. Flowers                 Name: John Major
Its: Secretary                          Its: Chairman




                                      -14-

<PAGE>

                                SUBSCRIPTION FORM

        The undersigned, the registered holder of the within Stock Purchase
Warrant, hereby irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder,__________ shares of Common Stock
of Novatel Wireless, Inc., and herewith makes payment of $____________ therefor
and requests that the certificates representing such shares be issued in the
name of and delivered to:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

and if such shares shall not include all of the shares issuable under this
Warrant, that a new Warrant of like tenor and date be delivered to the
undersigned for the shares not issued.




Dated:____________________              _______________________________________
                                        Signature



<PAGE>

                               FORM OF ASSIGNMENT

For value received the undersigned hereby sells, assigns and transfers unto

___________________________________ whose address is __________________________

___________________________________________________________________, the within

Warrant with respect to __________ shares purchasable thereby, and does hereby

irrevocably constitute and appoint ___________________ attorney to transfer the

within Warrant on the books of the within named corporation with full power of

substitution in the premises.



Dated:__________________________

In the presence of:


___________________________                  __________________________________
                                             Signature