<PAGE>
                                                                     EXHIBIT 4.2


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 December 31, 2004

                    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 Series C Convertible Preferred Stock and Warrant Purchase Agreement
dated as of _____________, 1999 (the "Purchase Agreement"), and that certain
Series C Investors' Rights Agreement dated as of ___________, 1999 (the
"Investors' 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 Investors' Rights
Agreement will be furnished to any subsequent registered holder hereof upon
written request. The Investors' 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 December 31, 2004 (with the subscription form
annexed hereto duly executed) at the office of the Company at 9360 Towne Centre
Drive, Suite 110, San Diego, CA 92121, 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 $10.00 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 ___________, 2004 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 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 the 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 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.


                                       2
<PAGE>
     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 $10.00 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) "Series C Purchase Price" shall mean $8.34 per share of
     the Company's Series C Convertible Preferred Stock, par value $0.001 per
     share ("Series C Preferred Stock").

                    (6) "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.

                    (7) "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) issuance of Common Stock upon the exercise or
          conversion of securities of the Company outstanding as of the Original
          Issue Date;

                         (b) securities issued upon the conversion of the
          Company's Series C Preferred Stock;

                         (c) securities issued upon the conversion of the
          Company's Series B Convertible Preferred Stock, par value $0.0001 per
          share (the "Series B Preferred Stock"), including such shares of
          Series B Preferred issued upon the 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;

                         (d) securities issued upon the conversion of the
          Company's Series A Convertible Preferred Stock, par value $0.0001 per
          share



                                       3


<PAGE>

(the "Series A Preferred Stock"), including such shares of Series A Preferred
issued upon the conversion of all of the outstanding shares of the Series A
Preferred Stock of NWT into shares of the Series A Preferred Stock;

          (e)  shares of the Company's Common Stock to be issued upon exercise
or conversion of options or warrants to purchase the Company's Common Stock
outstanding as of the Original Issue Date, respectively;

          (f)  up to 330,105 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;

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

          (h)  securities issued or issuable as a dividend or distribution on
the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock;

          (i)  up to 2,000,000 shares of the Company's Common Stock (or related
options) (appropriately adjusted to take account of any stock split, stock
dividend, combination of shares or the like), or such higher number of shares
(or options) as is recommended by the Compensation Committee of the Company's
Board of Directors and approved by the Company's Board of Directors, 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;

          (j)  any issuance of securities for which adjustment of the Warrant
Exercise Price is made pursuant to Subsection 1.05(A);

          (k)  securities (or securities issued upon the exercise of
securities) issued in connection with financing arrangements with lending
institutions or equipment leasing arrangements;

          (l)  any shares of capital stock of the Company, 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 C Preferred Stock; and

          (m)  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


                                       4

<PAGE>
     vote of a majority of the directors designated for election by the holders
     of the Series C Preferred Stock.

          (ii)  No Adjustment to Warrant Exercise Price. Except as set forth in
Subsection 1.05(A)(vi), 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 Series C Purchase
Price.

          (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 Series C Purchase 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 or Convertible Securities 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


                                       5
<PAGE>

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:

                         (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.


                                       6

<PAGE>
                    (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 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 or 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.

     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
1.05(A)(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 Series C
Purchase Price, then and in such event, (A) so long as the consideration per
share for which such Additional Shares of Common Stock are issued or deemed to
be issued is above or equal to $5.14, the Warrant Exercise Price shall be
reduced concurrently with such issue, to a price equal to such consideration
per share; and (B) if the consideration per share for which such Additional
Shares of Common Stock are issued or deemed issued is below $5.14, the Warrant
Exercise Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying $5.14 by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issue plus the number of shares of Common
Stock which the aggregate consideration received by the Corporation for the
total number of Additional Shares of Common Stock so issued would purchase at
$5.14, and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue plus the number of such
Additional Shares of Common Stock so issued. For the purpose of the above
calculation, the number of shares of Common Stock outstanding immediately prior
to such issue shall be calculated on a fully diluted basis, as if all shares of
Series A Preferred Stock, Series B Preferred


                                       7


<PAGE>
Stock and Series C Preferred Stock and all Convertible Securities had been fully
converted into shares of Common Stock immediately prior to such issuance and any
outstanding warrants, options or other rights for the purchase of shares of
stock or convertible securities had been fully exercised immediately prior to
such issuance (and the resulting securities fully converted into shares of
Common Stock, if so convertible) as of such date, but not including in such
calculation any additional shares of Common Stock issuable with respect to
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Convertible Securities, or outstanding options, warrants or other rights
for the purchase of shares of stock or convertible securities, solely as a
result of the adjustment of the Series A Conversion Price, Series B Conversion
Price or Series C Conversion Price (or other conversion ratios) pursuant to the
Corporation's Restated Certificate of Incorporation resulting from the issuance
of the Additional Shares of Common Stock causing the adjustment in question.

               (iv) 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:

                    (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 Shared 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 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.




                                       8
<PAGE>
                    (3)  Options and Convertible Securities. The Consideration
       per share 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 number) issuable
       upon the exercise of such Options or the conversion or exchange of such
       Convertible Securities.

               (v)  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
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)  Adjustment of 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


                                       9
<PAGE>
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 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 merger 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


                                       10

<PAGE>
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 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 need 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 (the "Securities Act"), 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.     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 7.     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.

     Section 8.     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.

                                     ******



                                       12
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be signed by its Chief Executive Officer thereunto duly authorized
and its corporate seal to be hereunto affixed and attested by its Secretary this
____ day of December, 1999.


ATTEST:                                 NOVATEL WIRELESS, INC.


By:                                     By:
    -------------------------               -------------------------
Name: Roger Hartman                     Name: Robert Corey
Its: Secretary                          Its: Chief Executive Officer
<PAGE>
                               SUBSCRIPTION FORM

     The undersigned, the registered holder of the within Common 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
Common Stock Purchase Warrant with respect to ___________ shares purchasable
thereby, and does hereby irrevocably constitute and appoint ____________________
attorney to transfer such Warrant on the books of the within named corporation
with full power of substitution in the premises.

Dated:_____________________________

In the presence of:

___________________________________             _____________________________
                                                Signature