EXHIBIT 10.2 [Form of Note] THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET...Omnipoint Corp \De\ • December 29th, 1998 • Radiotelephone communications
THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") OR AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) PROMULGATED UNDER THE SECURITIES ACT (A "ACCREDITED INSTITUIONAL INVESTOR"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIRIES OR (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR ACCREDITED INSTITUTIONAL INVESTOR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSO
EXHIBIT 10.1 NOTE PURCHASE AGREEMENT SENIOR NOTES DUE DECEMBER 21, 2003 This Note Purchase Agreement is made as of the 21st day of December, 1998 (this "Agreement"), by and between OMNIPOINT CORPORATION, a Delaware corporation (the "Company "), for...Note Purchase Agreement • December 29th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
