Common use of SALE AND PURCHASE OF NOTES AND WARRANTS Clause in Contracts

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, on the Closing Date, a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A. Holdings agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, (i) a Common Warrant or Common Warrants to purchase the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. The aggregate purchase price to be paid to Holdings and the Company by each Purchaser for such Notes and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such Purchaser, which purchase price shall be allocated in accordance with Section 2(c). (b) As used herein, "Notes" means $18,000,000 aggregate principal amount of the Company's 13% Senior Subordinated Notes Due 2005, together with all Notes issued in exchange therefor or replacement thereof. Each Note shall be substantially in the form of, and be payable as provided in, Exhibit B. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly and shall be payable quarterly in arrears on the last day of March, June, September and December of each year, except that the first such payment shall be due September 30, 1998 (which first interest payment shall be for the period from and including the Closing Date through and including September 30, 1998), at the interest rates and in the manner specified in the form of Note attached hereto as Exhibit B.

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company Ubiquitel agrees to issue and sell to each the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company Companies contained herein or made pursuant hereto, each the Purchaser agrees to purchase from the Company, Ubiquitel on the Closing DateDate specified in Section 2 hereof, a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A. Holdings of $8,000,000. UHC agrees to issue and sell to each the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company Companies contained herein or made pursuant hereto, each the Purchaser agrees to purchase from Holdings, UHC on the Closing DateDate specified in Section 2 hereof, (i) a Common Warrant or Common Warrants to purchase 2,489,075 shares, representing 9.75% of the aggregate number of shares of fully diluted Common Stock set forth opposite such Purchaser's name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. UHC. The aggregate purchase price to be paid to Holdings and the Company Companies by each the Purchaser for such Notes and such Warrants is 100$8,000,000, of which 99.9% of the aggregate principal amount of the Notes to be purchased by such Purchaser, which purchase price shall be allocated in accordance with Section 2(c)to the Notes and 0.1% to the Warrants. (b) As used herein, "Notes'" means $18,000,000 8,000,000 aggregate principal amount of the CompanyUbiquitel's 1312% Senior Subordinated Notes Due 2005December 28, together with all Notes 2007 issued in exchange therefor or replacement thereofpursuant to this Purchase Agreement. Each Note shall will be substantially in the form of, and be payable set forth as provided in, Exhibit B. A hereto. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly Date and shall be payable quarterly quarterly, in arrears arrears, on the last first day of MarchJanuary, JuneApril, September July and December October of each year, except that the first such payment shall be due September 30commencing April 1, 1998 (which first interest payment shall be for the period from and including the Closing Date through and including September 30, 1998)2000, at the interest rates and in the manner specified herein and in the form of Note attached hereto Note. As used herein, "Warrants" means the warrants to purchase 2,489,075 shares of Voting Common Stock issued pursuant to this Purchase Agreement. Each Warrant shall be substantially in the form set forth in Exhibit B hereto. The Warrants shall be exercisable at a nominal value at any time prior to the tenth anniversary of the Closing Date, subject to adjustment as Exhibit B.provided in the form of Warrant.

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to issue and sell to each Purchaser the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees the Purchasers agree to purchase from the Company, Company on the Closing DateDate specified in Section 2 hereof, (i) a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A. Holdings agrees to issue A hereto and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, (iii) a Common Warrant or Common Warrants to purchase for the aggregate number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit AA. The number of Class 2 Warrants purchased by a Class 2 Purchaser will be determined based on the amount of its Class 2 Note and the length of time such Note is outstanding, (ii) as more fully explained in Section 1(d), below. In addition, Class 2 Purchasers may elect to take interest of 12% per annum on their Class 2 Note instead of acquiring a Preferred Class 2 Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. Warrants. The aggregate purchase price to be paid to Holdings and the Company by each Purchaser the Purchasers for such Notes and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such Purchaserthe Purchasers, which purchase price shall amount will be allocated in accordance with Section 2(c)) hereof. (b) As used herein, "Notes" means either "Class 1 Notes" or "Class 2 Notes" in a total aggregate amount not to exceed $18,000,000 2,000,000. (i) "Class 1 Notes" means the aggregate in principal amount of the Company's 1310% Senior Subordinated Secured Notes Due 2005due four (4) years from the Closing Date for each Purchaser, together with all Notes issued in exchange therefor or replacement thereof. Each Note shall will be substantially in the form of, and be payable of the Note set forth as provided in, Exhibit B. B hereto. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly Date and shall be payable quarterly in arrears on the last 30th day of March, June, September and December of each yearyear (the "Quarterly Payment Dates"), except that commencing as to each Purchaser on the first such payment shall be due September 30, 1998 Quarterly Payment Date next following their Closing Date (which first interest payment shall be for the period from and including the Closing Date specified in Section 2 hereof through and including September 30, 1998), the next occurring Quarterly Payment Date) at the interest rates and in the manner specified in the form of Note attached hereto as Exhibit B.B. Principal on the Notes shall be paid in quarterly installments on the Quarterly Payment Dates beginning after one year from the Closing Date for each Purchaser through and including the Quarterly Payment Date immediately preceding the fourth anniversary from the Closing Date for such Purchaser. All Notes issued on or before April 15, 2002, in the total amount of $1,050,000 are Class 1 Notes. Class 1 Notes issued after April 15, 2002 will be subordinated to the Class 1 Notes issued on or before April 15, 2001 in their rights to receive payment under the Collateral Assignment, as defined below.

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to issue and sell to each Purchaser the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees the Purchasers agree to purchase from the Company, Company on the Closing DateDate specified in Section 2 hereof, (i) a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A. Holdings agrees to issue A hereto and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, (iii) a Common Warrant or Common Warrants to purchase for the aggregate number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. The aggregate purchase price to be paid to Holdings and the Company by each Purchaser the Purchasers for such Notes and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such Purchaserthe Purchasers, which purchase price shall amount will be allocated in accordance with Section 2(c)) hereof. (b) As used herein, "Notes" means $18,000,000 the aggregate in principal amount of the Company's 1310% Senior Subordinated Secured Notes Due 2005four (4) years from the Closing Date for each Purchaser, together with all Notes issued in exchange therefor or replacement thereof. Each Note shall will be substantially in the form of, and be payable of the Note set forth as provided in, Exhibit B. B hereto. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly Date and shall be payable quarterly in arrears on the last 30th day of March, June, September and December of each yearyear (the "Quarterly Payment Dates"), except that commencing as to each Purchaser on the first such payment shall be due September 30, 1998 Quarterly Payment Date next following their Closing Date (which first interest payment shall be for the period from and including the Closing Date specified in Section 2 hereof through and including September 30, 1998), the next occurring Quarterly Payment Date) at the interest rates and in the manner specified in the form of Note attached hereto as Exhibit B.B. Principal on the Notes shall be paid in quarterly installments on the Quarterly Payment Dates beginning after one year from the Closing Date for each Purchaser through and including the Quarterly Payment Date immediately preceding the fourth anniversary from the Closing Date for such Purchaser.

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees Subject to the terms and conditions hereof, the Corporation will issue and sell to each Purchaser andPurchaser, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to will purchase from the Company, on the Closing DateCorporation, a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's ’s name on Exhibit A. Holdings agrees to issue the Schedule of Purchasers attached hereto as Schedule 1 (the “Schedule of Purchasers”) together with a Warrant. The Corporation’s agreements with each of the Purchasers are separate agreements, and sell the sales of the Notes and Warrants to each of the Purchasers are separate sales. (b) The Corporation shall secure its repayment of the Notes by granting a first priority security interest to the Purchasers in all of its assets, both tangible and intangible. The Corporation has granted a security interest in all of its assets pursuant to a Security Agreement among the Corporation and the secured parties listed on the signature page thereto substantially in the form of Exhibit C attached hereto (the “Security Agreement”). (c) The first closing of the purchase and sale of the Notes and Warrants hereunder shall be held at the offices of Xxxxxx Xxxxx & Xxxxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on February 13, 2006 or at such other time and place upon which the Corporation and a majority-in-interest of the Purchasers participating in such closing shall mutually agree (the “Initial Closing”). Additional Notes may be sold pursuant to this Agreement at one or more additional closings on or prior to March 15, 2006 at such times and places to be determined by the Corporation and a majority-in-interest of the Purchasers purchasing Notes and Warrants at such closings. For purposes of this Agreement, unless the context otherwise requires, the term “Closing” shall refer, with respect to each Purchaser, to the specific closing at which such Purchaser andpurchased Notes and Warrants. The date of such Closing, with respect to each Purchaser, is referred to herein as a “Closing Date.” (d) The Corporation shall amend the Schedule of Purchasers to reflect the Purchasers at any additional Closings hereunder and shall deliver a copy thereof to each Purchaser. Subsequent Purchasers shall execute a counterpart signature page to this Agreement and shall be a Purchaser hereunder subject to all the terms and conditions hereof hereof, other than with respect to the Closing and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, and with respect to any Closing after the first Closing. (e) At each Closing, the Corporation shall deliver to each Purchaser: (i) a Common Warrant or Common Warrants to purchase Note registered in the name of such Purchaser in the aggregate number principal amount indicated on the Schedule of shares of Common Stock Purchasers; (ii) On or prior to each Closing, each Purchaser shall pay to the Corporation by check or wire transfer an aggregate amount equal to the purchase price set forth opposite such Purchaser's ’s name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number Schedule of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. The aggregate purchase price to be paid to Holdings and the Company by each Purchaser for such Notes and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such Purchaser, which purchase price shall be allocated in accordance with Section 2(c)Purchasers. (b) As used herein, "Notes" means $18,000,000 aggregate principal amount of the Company's 13% Senior Subordinated Notes Due 2005, together with all Notes issued in exchange therefor or replacement thereof. Each Note shall be substantially in the form of, and be payable as provided in, Exhibit B. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly and shall be payable quarterly in arrears on the last day of March, June, September and December of each year, except that the first such payment shall be due September 30, 1998 (which first interest payment shall be for the period from and including the Closing Date through and including September 30, 1998), at the interest rates and in the manner specified in the form of Note attached hereto as Exhibit B.

SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to issue and sell to each the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each the Purchaser agrees to purchase from the Company, Company on the Closing DateDate specified in Section 2 hereof, (i) a Note or Notes in the aggregate principal amount set forth opposite such the Purchaser's name on Exhibit A. Holdings agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant A hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, (i) a Common Warrant or Common Warrants to purchase the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A B Cumulative Convertible Preferred Stock set forth opposite such the Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase for the number of shares of Common Stock as the Company's common stock set forth opposite such the Purchaser's name on Exhibit A. A hereto. The aggregate purchase price to be paid to Holdings and the Company by each the Purchaser for such Notes Notes, such Preferred Stock and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such the Purchaser, which purchase price shall amount will be allocated in accordance with Section 2(c)1(d) hereof. (b) As used herein, "Notes" means (i) the aggregate of up to Two Million Seven Hundred Fifty Thousand Dollars ($18,000,000 aggregate 2,750,000) principal amount of the Company's 13% Senior Subordinated Notes Due 2005October 1, 1996 (the "Bridge Notes") and (ii) the aggregate of up to One Million Five Hundred Thousand Dollars ($1,500,000) principal amount of the Company's Subordinated Notes Due July 30, 1996 (the "Seller Notes"), in each case, issued pursuant to the Purchase Agreements (defined in Section l(d) hereof), together with all Notes issued in exchange therefor or replacement thereof. Each Bridge Note shall will be substantially in the form of, of the Bridge Note set forth as Exhibit B hereto and each Seller Note will be payable substantially in the form of the Seller Note set forth as provided in, Exhibit B. C hereto. Interest on the Bridge Notes shall accrue from the Closing Date, shall compound quarterly Date and shall be payable quarterly in arrears cash on the last day of MarchOctober 31, June1995, September and December of each yearJanuary 31, except that the first such payment shall be due September 1996, April 30, 1998 (which first interest payment shall be for the period from 1996, July 31, 1996 and including the Closing Date through and including September 30, 1998), at maturity at the interest rates rate and in the manner specified in the form of Bridge Note attached hereto as Exhibit B.B. Interest on the Seller Notes shall accrue from the Closing Date and shall be payable in cash on January 31, 1996 and at maturity at the interest rate and in the manner specified in the form of Seller Note attached hereto as Exhibit C. All amounts due payable pursuant to the Seller Notes and all other obligations of the Company thereunder are subject to the setoff and reduction in accordance with the provisions of the Stock Purchase Agreement.