SECOND LIEN PLEDGE AND SECURITY AGREEMENT

REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 9, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG THE COMPANY (AS DEFINED BELOW), PARENT (AS DEFINED BELOW), THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, THE BANK OF NEW YORK MELLON, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED THEREIN), THE SECURED PARTY (AS DEFINED BELOW), AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND THE BANK OF NEW YORK MELLON, AS THIRD LIEN COLLATERAL AGENT (AS DEFINED THEREIN). EACH BENEFICIARY HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE PAYMENT AND LIEN SUBORDINATION PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE SECURED PARTY TO ENTER INTO THE INTERCREDITOR AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH NOTE HOLDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE NOTE HOLDERS UNDER THE FIRST LIEN PURCHASE AGREEMENT TO EXTEND CREDIT TO THE COMPANY AND SUCH NOTE HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

SECOND LIEN PLEDGE AND SECURITY AGREEMENT

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT (this Agreement ) is dated as of October 9, 2008 and entered into by and among NEXTWAVE WIRELESS LLC , a Delaware limited liability company ( Company ), NEXTWAVE WIRELESS INC. , a Delaware corporation ( Parent ), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company and Parent (each of such undersigned Subsidiaries being a Subsidiary Grantor and collectively Subsidiary Grantors ) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 16 hereof (each of Company, Parent, each Subsidiary Grantor, and each Additional Grantor being a Grantor and collectively the Grantors ) and THE BANK OF NEW YORK MELLON (" BONY "), as Collateral Agent for and representative of (in such capacity herein called Secured Party ) the Beneficiaries (as hereinafter defined).

PRELIMINARY STATEMENTS

A.        Pursuant to that certain Second Lien Subordinated Note Purchase Agreement dated as of October 9, 2008 (said Second Lien Subordinated Purchase Agreement, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, being the Purchase Agreement ; the terms defined therein and not otherwise defined in Section 26 or elsewhere herein being used herein as therein defined) by and among Company, Parent, each of the other Guarantors named therein, each of the Purchasers named therein and Secured Party, as Collateral Agent, Company has issued Notes to the Purchasers (together with their successors and assigns and any subsequent holder of Notes permitted under the Purchase Agreement, Holders ).

B.        Secured Party and Holders have entered into that certain Second Lien Collateral Agency Agreement dated as of the date hereof (the Collateral Agency Agreement ), pursuant to which Holders have appointed Secured Party, and Secured Party has agreed to act, as agent for the Holders under this Agreement.

C.        Subsidiary Grantors have executed and delivered that certain Second Lien Guaranty dated as of the date hereof in favor of Secured Party for the benefit of the Holders, pursuant to which each Subsidiary Grantor has guarantied the prompt payment and performance when due of all obligations of Company under the Purchase Agreement, and Parent has executed and delivered that certain Second Lien Parent Guaranty dated as of the date hereof in favor of Secured Party for the benefit of Holders, pursuant to which Parent has guarantied the prompt payment and performance when due of all obligations of Company under the Purchase Agreement.

D.        Company, Parent, each of the other Guarantors, the purchasers named therein (together with their successors and assigns and any subsequent holder of First Lien Notes permitted under the First Lien Purchase Agreement (as defined below), First Lien Holders ) and BONY, as First Lien Collateral Agent ( First Lien Collateral Agent ), have entered into that certain Purchase Agreement dated as of July 17, 2006, as amended by that certain First Amendment dated as of March 12, 2008 and that certain Second Amendment dated as of the date hereof (as so amended, the First Lien Purchase Agreement ), pursuant to which the First Lien Notes were issued.

E.        Subsidiary Grantors have also executed and delivered that certain Guaranty dated as of July 17, 2006 in favor of First Lien Collateral Agent for the benefit of the First Lien Holders, pursuant to which each Subsidiary Grantor has guarantied the prompt payment and performance when due of all obligations of Company under the First Lien Purchase Agreement, and Parent has executed and delivered that certain Parent Guaranty dated as of July 17, 2006, as amended by that certain First Amendment dated as of the date hereof, in favor of First Lien Collateral Agent for the benefit of First Lien Holders, pursuant to which Parent has guarantied the prompt payment and performance when due of all obligations of Company under the First Lien Purchase Agreement.

F.        The Grantors have also executed an Amended and Restated Pledge and Security Agreement, dated as of the date hereof, in favor of the First Lien Collateral Agent on behalf of those secured parties under the First Lien Purchase Agreement (the First Lien Secured Parties ).

G.        Parent, Company and each of the other Guarantors, the purchasers named therein (together with their successors and assigns and any subsequent holder of Exchange Notes permitted under the Third Lien Purchase Agreement (as defined below), Third Lien Holders ) and BONY, as Third Lien Collateral Agent ( Third Lien Collateral Agent ), have entered into that certain Third Lien Subordinated Exchange Note Exchange Agreement dated as of the date hereof (the Third Lien Purchase Agreement ), pursuant to which the Exchange Notes were issued.

H.        Company and the Subsidiary Grantors have also executed and delivered that certain Third Lien Guaranty dated as of the date hereof in favor of Third Lien Collateral Agent for the benefit of the Third Lien Holders, pursuant to which Company and each Subsidiary Grantor has guarantied the prompt payment and performance when due of all obligations of Parent under the Third Lien Purchase Agreement.

I.         The Grantors have also executed a Third Lien Pledge and Security Agreement, dated as of the date hereof, in favor of the Third Lien Collateral Agent on behalf of those secured parties under the Third Lien Purchase Agreement (the Third Lien Secured Parties ).

J.         The First Lien Collateral Agent, the Collateral Agent, the Third Lien Collateral Agent and the Grantors have entered into that certain Intercreditor Agreement dated as of the date hereof (the Intercreditor Agreement ), which governs the respective rights and remedies of the First Lien Secured Parties, the Secured Parties and the Third Lien Secured Parties with respect to the Collateral and the proceeds hereof.

K.        It is a condition precedent to the purchase of the Notes by the Holders that Grantors listed on the signature pages hereof shall have granted the security interests and undertaken the obligations contemplated by this Agreement.

NOW, THEREFORE , in consideration of the agreements set forth herein and in the Purchase Agreement and in order to induce Holders to purchase the Notes from Company pursuant to the Purchase Agreement, each Grantor hereby agrees with Secured Party as follows:

Each Grantor hereby assigns to Secured Party, and hereby grants to Secured Party a security interest in, all of such Grantors right, title and interest in and to the following Collateral of such Grantor, in each case whether now or hereafter existing, whether now owned or hereafter acquired, and whether or not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in the State of New York (the UCC ), including the following (the Collateral ):

(b)       the Asset Sale Proceeds Account and all amounts on deposit from time to time in such accounts, including all Investments;

(e)       the right to receive any payment of money, including without limitation general intangibles for money due or to become due, derived in any way from any FCC License, Foreign License, Spectrum Lease or Foreign Spectrum Lease; and

Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantors rights or interests in or under, any license, contract, lease, permit, Instrument or franchise to which such Grantor is a party or any of such Grantors rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, lease, permit, Instrument or franchise, or under applicable provisions of the Communications Act or FCC Rules, result in a breach of the terms of, or constitute a default under, such license, contract, lease, permit, Instrument, Security or franchise or applicable provisions of the Communications Act or FCC Rules (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided , that immediately upon the ineffectiveness, lapse or termination of any such provision (including by reason of any modification or change thereto or any change in the interpretation by the FCC of applicable provisions of the Communications Act or FCC Rules by final non-appealable action of the FCC) the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests in accordance with the terms of any such ineffectiveness, lapse, termination, modification or change.

Notwithstanding the foregoing, it being acknowledged and agreed that the creation of a security interest in Equity Interests issued by a Foreign Subsidiary shall be limited to 66% of the issued and outstanding Capital Stock of such Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock of such Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and the Collateral shall not include any other Equity Interests issued by such Foreign Subsidiary.

Notwithstanding anything herein to the contrary, the Liens granted to the Secured Party pursuant to this Agreement shall be Second Priority Liens on the Collateral (second only to the First Lien Obligations) and the exercise of any right or remedy by the Secured Party hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Lien Obligations, (i) the requirements of this Agreement to endorse, assign or deliver to the Secured Party shall be deemed satisfied by endorsement, assignment or delivery of such Collateral to the First Lien Collateral Agent (as bailee for the Secured Party) and (ii) any endorsement, assignment or delivery to the First Lien Collateral

Agent (as bailee for the Secured Party) shall be deemed an endorsement, assignment or delivery to the Secured Party for all purposes hereunder. Upon the Discharge of First Lien Obligations, the Liens granted to the Secured Party pursuant to this Agreement shall have priority over all other Liens in and to such Collateral.

This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Secured Obligations of each Grantor. Secured Obligations means:

(a)       with respect to Company, all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Purchase Agreement and the other Note Documents; and

(b)       with respect to each Grantor and Additional Grantor, all obligations and liabilities of every nature of such Grantor now or hereafter existing under or arising out of or in connection with the Purchase Agreement, Guaranty, Parent Guaranty and the other Note Documents;

in each case together with all extensions or renewals thereof, whether for principal, interest, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to Company or any other Grantor, would accrue on such obligations, whether or not a claim is allowed against Company or such Grantor for such amounts in the related bankruptcy proceeding).

Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts, licenses and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Secured Party of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts, licenses and agreements included in the Collateral, and (c) Secured Party shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Each Grantor represents and warrants as follows:

(a)        Material Subsidiaries; License Subsidiaries; Ownership of Collateral .

(i)        Set forth on Schedule B annexed hereto is a true, correct and complete list of each Material Subsidiary, each License Subsidiary and the immediate parent of each such Material Subsidiary and each such License Subsidiary.

(ii)       Except as expressly permitted by the Purchase Agreement, such Grantor owns its interests in the Collateral free and clear of any Lien and has not filed, authorized, or permitted to be filed any effective financing statement or other instrument similar in effect covering all or any part of the Collateral in any filing or recording office.

(b)        Perfection . The security interests in the Collateral granted to Secured Party in accordance with the terms of Section 1 above for the ratable benefit of Holders hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of UCC financing statements naming each Grantor as debtor, naming Secured Party as secured party and describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 1 annexed hereto, (ii) in the case of the Pledged Equity consisting of certificated Securities, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities, and (iii) in the case of the Asset Sale Proceeds Account, the execution and delivery to Secured Party of the Asset Sale Proceeds Account Control Agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party for the ratable benefit of Holders will constitute perfected security interests therein in accordance with the terms of Section 1 above prior to all other Liens (except for Permitted Liens and Liens permitted by Section 5.12 of the Purchase Agreement), and all filings and other actions necessary or desirable to perfect and protect such security interests have been duly made or taken.

(c)        Office Locations; Type and Jurisdiction of Organization. Such Grantors name as it appears in official filings in the jurisdiction of its organization, type of organization (i.e. corporation, limited partnership, etc.), jurisdiction of organization, principal place of business, chief executive office, and organization number provided by the applicable Governmental Authority of the jurisdiction of organization are set forth on Schedule 2 annexed hereto.

(d)        Names . No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the five year period preceding the date hereof, or, in the case of the Company, since April 13, 2005, or, in the case of an Additional Grantor, the date of the applicable Counterpart, had a different name from the name of such Grantor listed on the signature pages hereof, except the names set forth on Schedule 3 annexed hereto.

(e)        Delivery of Certain Collateral . All certificates evidencing, comprising or representing the Pledged Equity have been delivered to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank.

(f)         Pledged Equity . All of the Pledged Equity set forth on Schedule 4 annexed hereto has been duly authorized and validly issued and is fully paid and non-assessable; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Equity; Schedule 4 annexed hereto sets forth all of the Pledged Equity owned by each Grantor and the percentage ownership in each issuer thereof.

(g)        Collateral Accounts . Schedule 5 annexed hereto indicates the institution or intermediary at which the Asset Sale Proceeds Account is held and the account number.

The representations and warranties as to the information set forth in Schedules referred to herein are made as to each Grantor (other than Additional Grantors) as of the date hereof and as to each Additional Grantor as of the date of the applicable Counterpart.

(a)        Generally . Each Grantor agrees that from time to time, at the reasonable expense of Grantors, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action (including without limitation filing UCC financing statements and UCC continuation statements), that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby in any Collateral. Without limiting the generality of the foregoing, each Grantor will: (i) furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail, (ii) at any reasonable time, upon request by Secured Party, exhibit the Collateral to and allow inspection of the Collateral by Secured Party, or persons designated by Secured Party pursuant to Section 3.4 of the Purchase Agreement, and (iii) at Secured Partys request, appear in and defend any action or proceeding that may adversely affect such Grantors title to or Secured Partys security interest in all or any material part of the Collateral. Each Grantor hereby authorizes Secured Party to file in any appropriate jurisdiction one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of any Grantor.

(b)        Pledged Equity . Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates representing or evidencing the Pledged Equity shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantors endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Secured Party and (ii) it will, upon obtaining any additional Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor, promptly (and in any event within ten Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity; provided , that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten Business Days of each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been

made by such Grantor as to such Pledged Equity, whether or not such Pledge Supplement is delivered.

(i)        give Secured Party at least 15 Business Days prior written notice of (i) any change in such Grantors name, identity or corporate structure (including without limitation by reason of the Conversion) and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor;

(ii)       keep correct and accurate records of Collateral at the locations described in Schedule 2 annexed hereto; and

(iii)      permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such records, and each Grantor agrees to render to Secured Party, at such Grantors reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto, as provided in Section 3.4 of the Purchase Agreement.

(b)       Within 10 Business Days of the date hereof, Company shall terminate the Spectrum Cash Account (as defined in the First Lien Purchase Agreement) and the Cash Reserve Account (as defined in the First Lien Purchase Agreement).

(a)        Form of Pledged Equity . Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations. If any Pledged Equity is not a security pursuant to Section 8-103 of the UCC, no Grantor shall take any action that, under such Section, converts such Pledged Equity into a security without causing the issuer thereof to issue to it certificates or instruments evidencing such Pledged Equity, which it shall promptly deliver to Secured Party as provided in this Section 7(a).

(b)        Covenants . Each Grantor shall (i) not, except as expressly permitted by the Purchase Agreement, permit any issuer of Pledged Equity to merge or consolidate unless all the outstanding Equity Interests of the surviving or resulting Person are, upon such merger or consolidation, subject to the provisions of the second to last paragraph of Section 1, pledged and become Collateral hereunder and no cash, securities or other property is distributed in respect of the outstanding Equity Interests of any other constituent corporation; (ii) cause each issuer of Pledged Equity not to issue Equity Interests in addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor; (iii) immediately upon its acquisition (directly or indirectly) of any Equity Interests, including additional Equity Interests in each issuer of Pledged Equity, comply with Section 5(b), subject to the provisions of the second to last paragraph of Section 1;and(iv) at its expense perform and comply in all material respects with all terms and provisions of any agreement related to the Pledged Equity required to be performed or complied with by it.

(c)        Voting and Distributions . So long as no Event of Default shall have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement or the Purchase Agreement; and (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Pledged Equity.

Upon the occurrence and during the continuation of an Event of Default, subject to the provisions of Section 11(d) below: (x) upon written notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsements).

In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy, subject to the provisions of Section 11(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of suc