Exhibit
4.2
THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS.
ADDITIONALLY, THE TRANSFER OF
THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
PURCHASE AGREEMENT, DATED AS OF OCTOBER 9, 2008, AND THE WARRANT
AGREEMENT, DATED AS OF JULY 2, 2009, AMONG THE ISSUER HEREOF AND
CERTAIN OTHER SIGNATORIES THERETO. UPON THE FULFILLMENT OF CERTAIN
CONDITIONS, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE HOLDER
HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE
SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER
HEREOF. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
THE SECRETARY OF THE ISSUER HEREOF.
NEXTWAVE
WIRELESS INC.
Common Stock
Purchase Warrant
THIS CERTIFIES that, for value
received, AVENUE AIV US, L.P. (the “ Holder ”), or its
assigns, is entitled to purchase from NextWave Wireless Inc., a
Delaware corporation (the “ Issuer ”), seven
million five hundred thousand (7,500,000) shares (“
Warrant Shares ”) of Common Stock, $.001 par value
(the “ Common Stock ”), of the Issuer, at the
price (the “ Exercise Price ”) of $.01 per
share, at any time or from time to time during the period
commencing on the date hereof and ending at 11:59 P.M. Eastern
time, on June 29, 2012 (the “ Expiration Time
”).
The Holder may exercise all or any
part of such rights at any time or from time to time prior to the
Expiration Time.
This Warrant has been issued
pursuant to the Warrant Agreement dated as of July 2, 2009 (as
amended, restated, supplemented or otherwise modified from time to
time, the “ Warrant Agreement ”), among the
Issuer and the Holders named therein, and is subject to the terms
and conditions, and the Holder is entitled to the benefits,
thereof. A copy of the Warrant Agreement is on file and may be
inspected at the principal executive office of the Issuer. The
Holder of this certificate, by acceptance of this certificate,
agrees to be bound by the provisions of the Warrant Agreement.
Capitalized terms used but not defined herein shall have the
respective meanings given to such terms in the Warrant
Agreement.
SECTION 1. Exercise of
Warrant . On any day on or prior to the Expiration Time, the
Holder may exercise this Warrant, in whole or in part, in the
manner set forth in Article IV of the Warrant Agreement.
SECTION 2. Exercise Price .
The Exercise Price is subject to adjustment from time to time as
set forth in the Warrant Agreement.
SECTION 3. Exchange of
Warrant . On any day on or prior to the Expiration Time, the
Holder may exchange this Warrant, in whole or in part, for Warrant
Shares by delivering to the Issuer this Warrant accompanied by a
properly completed Exchange Form in the form of Annex
B attached hereto. The
number of Capital Stock to be received by the Holder upon such
exchange shall be determined as set forth in the Warrant
Agreement.
SECTION 4. Transfer . Subject
to the limitations set forth or referred to in the Warrant
Agreement, this Warrant may be Transferred by the Holder by
delivery to the Issuer of this Warrant accompanied by a properly
completed Assignment Form in the form of Annex C
attached hereto.
SECTION 5. Lost, Stolen,
Mutilated or Destroyed Warrant . If this Warrant is lost,
stolen, mutilated or destroyed, the Issuer will issue a new Warrant
of li
