Preview | Securities Purchase Agreement |

This Securities Purchase Agreement (this Agreement) is made and entered into as of March 28, 2007, by and among NextWave Wireless Inc., a Delaware corporation (the Company), and each of the purchasers listed on Schedule 1 attached hereto (collectively, the Purchasers and individually, a Purchaser).

WHEREAS, in connection with the transactions contemplated hereby, the Company has authorized the creation of a new series of preferred stock designated as Series A Senior Convertible Preferred Stock, par value $0.001 per share (the Series A Senior Preferred Stock), of the Company by filing a Certificate of Designation, Preferences and Rights of the Series A Senior Convertible Preferred Stock of NextWave Wireless Inc. in the form attached hereto as Exhibit A (the Certificate of Designations) with the office of the Secretary of State of the State of Delaware, in accordance with the General Corporation Law of the State of Delaware, which Series A Senior Preferred Stock shall be convertible into shares of common stock, par value $.001 per share, of the Company (the Common Stock) in accordance with the terms of the Certificate of Designations;

WHEREAS, on the terms and subject to the conditions set forth herein, the Company desires to issue and sell to the Purchasers, and each Purchaser desires to purchase and acquire from the Company that number of shares of Series A Senior Preferred Stock set forth opposite the Purchasers name on Schedule 1 (the Purchased Shares);

WHEREAS, the Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (Regulation D), as promulgated by the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act); and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (as amended or modified from time to time, the "Registration Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights with respect to the shares of Common Stock issuable upon conversion thereof (the Conversion Shares) under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

(b) Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Purchaser severally and not jointly agrees to purchase, and the Company agrees to sell and issue to each Purchaser, that number of Purchased Shares set forth opposite such Purchasers name on Schedule 1. The purchase price of each Purchased Share (the Per Share Price) shall be $1,000.00.

(c) Use of Proceeds. The Company intends to apply the net proceeds from the sale of the Purchased Shares for working capital and general corporate purposes as determined by the Company from time to time, and not for the redemption or repurchase of any of its equity securities, except in connection with an acquisition of assets or securities by the Company not for capital raising purposes.

(d) Obligations Several Not Joint. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement, the Registration Rights Agreement, the Certificate of Designations and the other agreements, instruments and documents contemplated hereby and thereby (collectively, the Transaction Documents) . The decision of each of the Purchasers to purchase the Purchased Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce such Purchasers rights, including, without limitation, the rights arising out of this Agreement and any of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

(a) Closing. The completion of the purchase and sale of the Purchased Shares shall take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, at 9:00 a.m., local time, not later than five (5) Business Days following the date of the execution of this Agreement, or at such other time and place as the Company and Purchasers representing a majority of the Purchased Shares mutually agree upon (which time and place are referred to in this Agreement as the Closing). At the Closing, the Company shall, against delivery of full payment for the Purchased Shares by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit C, authorize its transfer agent to either issue to each Purchaser via the Depository Trust Companys DWAC system to the account of each Purchasers broker the number of Purchased Shares set forth opposite the appropriate Purchasers name on Schedule 1 hereto or issue to each Purchaser one or more stock certificates (the Certificates) registered in the name of each Purchaser (or in such nominee name(s) as designated by such Purchaser in the Stock Certificate Questionnaire attached hereto as Appendix I (the Stock Certificate Questionnaire)), representing the number of Purchased Shares set forth opposite the appropriate Purchasers name on Schedule 1 hereto, and bearing the legend set forth in Section 4(i) herein. Closing documents may be delivered by facsimile. The date of the Closing is referred to herein as the Closing Date.