1374993--3/30/2007--NextWave_Wireless

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We are an early-stage company and have limited relevant operating history and a history of losses. We have identified a material weakness in our internal control over financial reporting, and the identification of any significant deficiencies or material weaknesses in the future could affect our ability to ensure timely and reliable financial reports. If we fail to effectively manage growth in our business, our ability to develop and commercialize our products will be adversely affected. We operate in an extremely competitive environment which could materially adversely affect our ability to win market acceptance of our products and achieve profitability. We intend to expand our business through additional acquisitions that could result in diversion of resources and extra expenses, which could disrupt our business and increase our expenses. If WiMAX technology fails to gain acceptance, we will not be successful in selling WiMAX products and technologies. Our wireless broadband products and technologies are in the early stages of development and will require a substantial investment before they may become commercially viable. Our future WiMAX products may not receive the certification we expect, which may affect our ability to sell our WiMAX products and services. The business plan of our Network Solutions Group is dependent on entering into or maintaining network partner relationships. We may require significant capital to implement our business plan, but we may not be able to obtain additional financing on favorable terms or at all. Risks Related to Our PacketVideo Business We do not have any manufacturing capabilities and will depend on third-party manufacturers and suppliers to manufacture, assemble and package our semiconductor products. Defects or errors in our products and services or in products made by our suppliers could harm our relations with our customers and expose us to liability. Similar problems related to the products of our customers or licensees could harm our business. Because mobile WiMAX is an emerging technology that is not fully developed, there is a risk that still unknown persons or companies may assert proprietary rights to the various technology components that will be necessary to operate a WiMAX network. We are dependent on a small number of individuals, and if we lose key personnel upon whom we are dependent, our business will be adversely affected. We may be liable for certain indemnification payments pursuant to the Plan of Reorganization. Risks Relating to Government Regulation Government regulation could adversely impact our development of wireless broadband products and services, our offering of products and services to consumers, and our business prospects. Changes in legislation or regulations may affect our ability to conduct our business or reduce our profitability. We may not have complete control over our transition of EBS and BRS spectrum, which could impact compliance with FCC rules. Our use of EBS spectrum is subject to privately negotiated lease agreements. Changes in FCC rules governing such lease agreements, contractual disputes with EBS licensees, or failures by EBS licensees to comply with FCC rules could impact our use of the spectrum. If we do not comply with FCC build-out requirements relating to our spectrum licenses, such licenses could be subject to forfeiture. We have no guarantee that the licenses we hold or lease will be renewed. New FCC concepts impacting spectrum use could affect our use of wireless spectrum. Interference could negatively impact our use of wireless spectrum we hold, lease or use. Wireless devices utilizing WCS, BRS and EBS spectrum may be susceptible to interference from Satellite Digital Audio Radio Services ( SDARS ). Increasing regulation of the tower industry may make it difficult to deploy new towers and antenna facilities. Risks Relating to An Investment in Our Common Stock Our derivative securities have the potential to dilute shareholder value and cause our stock price to decline Our operating results are subject to substantial quarterly and annual fluctuations and to market downturns. If the ownership of our common stock continues to be highly concentrated, it may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause the price of our common stock to decline. If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our shares adversely or if our operating results to not meet their expectations, the price of our common stock could decline. The market price for our common stock may be volatile, which could cause the value of your investment to decline. Provisions of our charter documents could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to holders of our common stock, and could make it more difficult for you to change management.

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1374993--3/30/2007--NextWave_Wireless_Inc.