NEXT WAVE TELECOM INC S-1

FORM S-1 / NEXTWAVE TELECOM INC.

AMENDED AND RESTATED SERIES A SHAREHOLDERS AGRMT.

FORM OF CONVERTIBLE PROMISSORY NOTE

FORM OF WARRANTS TO PURCHASE SERIES B COMMON STOCK

REGISTRAT. RIGHTS W. PURCHAS. OF SER. B COM. STK.

SECURITIES PURCHASE AGREEMENT DATED AS OF 04/9/96

ESCROW AGREEMENT DATED AS OF APRIL 9, 1996

AMENDED AND RESTATED STOCKHOLDERS' VOTING AGRMT.

LOAN AGREEMENT DATED AS OF FEBRUARY 23, 1996

AGREEMENT DATED AS OF MARCH 12, 1996

AMENDED AND RESTATED STOCK OPTION PLAN

FORM OF INCENTIVE STOCK OPTION UNDER THE PLAN

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

CALCULAT. OF PRO FORMA NET LOSS PER SHARE (UNAUD.)

SUBSIDIARIES OF REGISTRANT

CONSENT OF PRICE WATERHOUSE LLP

FINANCIAL DATA SCHEDULE