AGREEMENT AND PLAN OF MERGER



                                  BY AND AMONG



                             NEXTWAVE WIRELESS INC.,



                                    IPW, LLC,



                                IPWIRELESS, INC.



                                       AND



                               J. TAYLOR CRANDALL



                        AS THE STOCKHOLDER REPRESENTATIVE















                            DATED AS OF APRIL 6, 2007





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                          AGREEMENT AND PLAN OF MERGER



                  THIS AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2007

(this "AGREEMENT"), by and among NextWave Wireless Inc., a Delaware corporation

("PARENT"), IPW, LLC, a limited liability company existing under the laws of

Delaware and a wholly-owned subsidiary of Parent ("MERGER SUB"), IPWireless,

Inc., a Delaware corporation (the "COMPANY"), and J. Taylor Crandall as the

Stockholder Representative.



                  WHEREAS, the respective Boards of Directors of Parent and the

Company and the Board of Managers of Merger Sub have approved and declared

advisable this Agreement and the merger of Merger Sub with and into the Company

(the "MERGER"), with the Company being the surviving entity in the Merger, upon

the terms and subject to the conditions set forth in this Agreement;



                  WHEREAS, the Merger is a deemed liquidation of the Company

pursuant to Article IV, Section (B)(2)(c) of the Company's Twelfth Amended and

Restated Certificate of Incorporation;



                  WHEREAS, the Board of Directors of the Company has recommended

the adoption of this Agreement to the stockholders of the Company, and

concurrently with the execution and delivery of this Agreement, stockholders of

the Company holding shares with voting power sufficient to approve the Merger in

accordance with the DGCL and the Company's Certificate of Incorporation and

Bylaws have adopted this Agreement and approved the Merger;



                  WHEREAS, Parent, Merger Sub and the Company desire to make

certain representations, warranties, covenants and agreements in connection with

the Merger and also to prescribe various conditions to the Merger; and



                  WHEREAS, it is intended that the Merger be deemed a direct

taxable purchase of stock from the stockholders of the Company for United States

federal income tax purposes;



                  NOW, THEREFORE, in consideration of the representations,

warranties, covenants and agreements contained in this Agreement, the parties

hereto agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



                  1.1 Certain Definitions.



                  (a) For purposes of this Agreement, the following terms shall

have the meanings specified in this Section 1.1:



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                  "2007 EARNOUT AMOUNT" means the lesser of (i) 30% of the

Booked Revenue for the TDtv Business and the Public Safety Business recorded

after the date hereof but prior to the end of calendar year 2007 or (ii)

$7,488,000; provided, however, that no such amounts shall become payable until

the later of such time that the Company makes delivery, the customers completes

satisfactory acceptance testing and the Company receives payment under the

applicable orders or contracts giving rise to the Booked Revenue.



                  "2007 EARNOUT MERGER CONSIDERATION AMOUNT" means the 2007

Earnout Amount less the Employee Incentive Plan 2007 Earnout Allocation Amount

less the Special Acquisition Bonus 2007 Earnout Allocation Amount.



                  "2007 EARNOUT PER SHARE AMOUNT" means the amount determined by

dividing (i) the 2007 Earnout Merger Consideration Amount by (ii) the Series C-3

Shares Outstanding.



                  "2008 EARNOUT AMOUNT" means (a) zero, in the event Shipped

Revenue for the TDtv Business and the Public Safety Business achieved during

calendar year 2008 is less than $65,859,000 or, (b) in the event Shipped Revenue

for the TDtv Business and the Public Safety Business achieved during calendar

year 2008 is greater than or equal to $65,859,000, the lesser of (i) 36.8% of

Shipped Revenue for the TDtv Business and the Public Safety Business in excess

of $65,859,000 achieved during calendar year 2008 or (ii) $24,234,000.



                  "2008 EARNOUT MERGER CONSIDERATION AMOUNT" means the 2008

Earnout Amount less the Employee Incentive Plan 2008 Earnout Allocation Amount

less the Special Acquisition Bonus 2008 Earnout Allocation Amount.



                  "2008 EARNOUT PER SHARE AMOUNT" means the amount determined by

dividing (i) the 2008 Earnout Merger Consideration Amount by (ii) the Series C-3

Shares Outstanding.



                  "2009 EARNOUT AMOUNT" means (a) zero, in the event Shipped

Revenue for the TDtv Business and the Public Safety Business achieved during

calendar year 2009 is less than $144,793,000 or, (b) in the event Shipped

Revenue for the TDtv Business and the Public Safety Business achieved during

calendar year 2009 is greater than or equal to $144,793,000, the lesser of (i)

36.8% of Shipped Revenue for the TDtv Business and the Public Safety Business in

excess of $144,793,000 achieved during calendar year 2009 or (ii) $53,279,000.



                  "2009 EARNOUT MERGER CONSIDERATION AMOUNT" means the 2009

Earnout Amount less the Employee Incentive Plan 2009 Earnout Allocation Amount

less the Special Acquisition Bonus 2009 Earnout Allocation Amount.





                                       2

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                  "2009 EARNOUT PER SHARE AMOUNT" means the amount determined by

dividing (i) the 2009 Earnout Merger Consideration Amount by (ii) the Series C-3

Shares Outstanding.



                  "ADDITIONAL CONSIDERATION PER SHARE AMOUNT" means the amount

determined by dividing (i) the Additional Merger Consideration Amount by (ii)

the Series C-3 Shares Outstanding.

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