NASDAQ Grants NextWave Wireless Exception Necessary for $100 Million Financing

Business Wire, Sept 26, 2008

SAN DIEGO -- NextWave Wireless Inc. (NASDAQ: WAVE) today announced that NASDAQ has granted the Company's request for an exception to NASDAQ's shareholder approval requirements, in accordance with NASDAQ Marketplace Rule 4350(i), necessary to enable the Company to issue non-convertible senior-subordinated secured second lien notes (the "Notes") and related warrants to Avenue Capital Management II, L.P. ("Avenue Capital") and SOLA for cash proceeds of $100 million. On September 17, 2008, NextWave issued a press release publicly announcing the commitment of Avenue Capital and SOLA to provide this financing, subject to various conditions. The Company currently anticipates that the transaction will close on or about October 6, 2008.

As noted above, in addition to the Notes, which will mature on December 31, 2010, the financing provides for the issuance of warrants to Avenue Capital and SOLA. Upon closing, the Company will issue, on a pro rata basis, warrants to purchase 40 million shares of the Company's common stock at an exercise price of $.01 per share. Thereafter, if the Company has not sold, or entered into definitive agreements to sell, assets of at least $350 million by March 31, 2009, it will be required to issue an additional 10 million warrants to the holders of the Notes with the same terms as the 40 million warrants previously issued. All of the warrants will be immediately exercisable.

Absent this exception, NASDAQ rules would have required the approval of NextWave's stockholders prior to the issuance of the warrants to maintain its status as a listed company. To obtain this exception, NextWave was required to demonstrate to NASDAQ that the delay associated with the effort to secure stockholder approval would have seriously jeopardized the Company's financial viability. As also required by NASDAQ, on September 17, 2008, the independent, disinterested Finance Committee of the Company's Board of Directors expressly approved the Company's reliance on this exception.

More information about the financing can be found in NextWave's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2008, as well as the Company's press release dated September 17, 2008.

About NextWave Wireless

NextWave Wireless Inc. (Nasdaq: WAVE) provides next-generation mobile multimedia and wireless broadband technologies to the world's leading mobile handset manufacturers, consumer electronics manufacturers and wireless service providers. Device-embedded mobile multimedia software from NextWave's PacketVideo subsidiary can be found in more than 250 million handsets around the globe. For more information, visit NextWave at www.nextwave.com.

Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including among other things NextWave's ability to close its Notes financing, which remains subject to significant conditions described in NextWave's Form 8-K filed with the Securities and Exchange Commission on September 17, 2008. There can be no assurances that forward-looking statements will be achieved, and actual events or results could differ materially from the events or results predicted by such statements. Important factors that could cause actual events or results to differ materially are discussed in greater detail in the filings of NextWave with the Securities and Exchange Commission. Investors should refer to NextWave's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008 and other filings with the Securities and Exchange Commission for a description of risks relating to NextWave's business, including, but not limited to its need to obtain additional financing or it will be unable to meet its financial obligations at the beginning of the fourth quarter of 2008, will not be able to continue its operations in the normal course of business and may be forced to restructure its obligations; its limited relevant operating history; the outcome of recent securities class action and derivative claims filed against NextWave and its directors and executive officers; its ability to manage growth or integrate recent or future acquisitions; and the other risks describe under the heading "Risk Factors" in such filings. All such documents are available through the SEC's website at www.sec.gov. NextWave makes no commitment to update any forward-looking statements in order to reflect subsequent changes in events or circumstances except as may be required pursuant to applicable law.