UBIQUITEL INC
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>a2044242zex-10_30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>

<PAGE>

                                                                   Exhibit 10.30

                                                                  EXECUTION COPY

THE WARRANT REPRESENTED BY THIS CERTIFICATE WAS ORIGINALLY ISSUED ON FEBRUARY
22, 2001, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.

                                VIA WIRELESS, LLC

          MEMBERSHIP INTEREST PURCHASE WARRANT AND REPURCHASE AGREEMENT

Date of Issuance: February 22, 2001

         FOR VALUE RECEIVED, VIA Wireless, LLC, a California limited liability
company (the "COMPANY"), hereby grants to UbiquiTel Operating Company (the
"PURCHASER"), or its permitted assigns (the Purchaser and/or any Person or
Persons to whom the Purchaser has assigned this Warrant pursuant to SECTION 10
hereof is referred to as the "HOLDER"), the right to purchase from the Company
244,189 of the Company's Common Units, at a price per Unit of $0.0001 (as
adjusted from time to time hereunder, the "EXERCISE PRICE"). The Company's
Common Units of Membership Interests outstanding at any time are herein
collectively referred to as "MEMBERSHIP UNITS" and individually as a
"MEMBERSHIP UNIT." The Company's Common Units of Membership Interest issuable
or issued upon exercise of this Warrant are herein collectively referred to as
the "WARRANT UNITS" and individually as a "WARRANT UNIT." This Warrant and any
warrants issued in exchange therefor are collectively referred to herein as the
"WARRANTS." Certain capitalized terms used herein are defined in SECTION 8
hereof. This Warrant is issued pursuant to a Revolving Credit and Term Loan
Agreement of even date between the Company and the Purchaser ("CREDIT
AGREEMENT"). Capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Credit Agreement.

         The amount and kind of securities obtainable pursuant to the rights
granted hereunder and the purchase price for such securities are subject to
adjustment pursuant to the provisions contained in this Warrant.

         This Warrant is subject to the following provisions:

         Section 1.  EXERCISE OF WARRANT.

                  1A.      VESTING. This Warrant shall vest, and the Holder may
exercise this Warrant, in whole or in part, to purchase up to (i) one third of
the Warrant Units at any time and from time to time after the date that is six
months from the Date of Conversion (as defined in Section 8 below) to and
including the tenth anniversary of the Date of Conversion (the "FIRST EXERCISE
PERIOD"), (ii) a total of two thirds of the Warrant Units (less any Warrant
Units acquired upon any exercise of this Warrant during the First Exercise
Period) at any time and from time to time after the date that is twelve months
from the Date of Conversion to and including the tenth anniversary of the Date
of Conversion (the "SECOND EXERCISE PERIOD"), and (iii) all of the Warrant
Units (less any Warrant Units acquired upon any previous exercise of this
Warrant) at any time and from time to time after the date that is eighteen
months from the Date of Conversion to and including the tenth anniversary of
the Date of Conversion (the "THIRD EXERCISE PERIOD"), provided, however, that
no Warrant Units will vest after the Company repays in full all Obligations
owing to the Purchaser. The First Exercise Period, the Second Exercise Period
and the Third Exercise Period are individually referred to as "EXERCISE
PERIODS" or an "EXERCISE PERIOD." If, during any Exercise Period, the Company
enters into a definitive agreement to consummate an Organic Change (as defined
in Section 2D below) and such definitive agreement provides for the payment in
full of all Obligations at the closing thereunder, then such Exercise Period
(the "ORGANIC CHANGE EXERCISE PERIOD")

<PAGE>


shall end 90 days after the date on which it would have expired but for such
definitive agreement. This Warrant may not be exercised during such Organic
Change Exercise Period. If the Company consummates the Organic Change
contemplated by such definitive agreement prior to the end of such Organic
Change Exercise Period, and upon closing of such Organic Change transaction,
all Obligations are paid in full, then this Warrant shall terminate and any
unvested or vested but unexercised rights shall be forfeited. If (a) such
definitive agreement is terminated at any time, or (b) at the end of such
Organic Change Exercise Period, the Obligations have not been paid in full
(whether or not the Organic Change transaction has been consummated), then (x)
this Warrant shall be deemed exercisable with respect to the Units that vest at
the end of the Organic Change Exercise Period (y) the next succeeding Exercise
Period shall be deemed to have commenced in accordance with the first sentence
of this Section 1A, without regard for any extension granted by virtue of an
Organic Change transaction, and (z) no further extension in any Exercise Period
shall be granted to accommodate any successive Organic Change transactions.

                  1B.      EXERCISE PROCEDURE.

                           (i)      This Warrant shall be deemed to have been
exercised when the Company has received all of the following items (the
"EXERCISE TIME"):

                                    (a)      a completed Exercise Notice, as
described in SECTION 1C below, executed by the Person exercising all or part of
this Warrant;

                                    (b)      this Warrant;

                                    (c)      if this Warrant is not registered
in the name of the Purchaser, an Assignment or Assignments in the form set forth
in EXHIBIT II hereto evidencing the assignment of this Warrant to the Holder, in
which case the Holder shall have complied with the provisions set forth in
SECTION 10 hereof;

                                    (d)      a check payable to the Company in
an amount equal to the product of the Exercise Price multiplied by the number of
Units being purchased upon such exercise; and

                                    (e)      the signature of the exercising
Holder to an amendment to the Operating Agreement in the form attached as
EXHIBIT 1B(e) hereto, whereby, INTER ALIA Holder agrees to become party to and
be bound by all of the terms and conditions of the Operating Agreement, as
amended, and the Members agree that the Holder shall be entitled to preemptive
rights with respect to the issuance of Membership Units to any Affiliate.

                           (ii)     Certificates for (or other evidence of)
Warrant Units purchased upon exercise of this Warrant shall be delivered by the
Company to the Holder within five Business Days after the date of the Exercise
Time. Unless this Warrant has expired or all of the purchase rights represented
hereby have been exercised, the Company shall prepare a new Warrant,
substantially identical hereto, representing the rights formerly represented by
this Warrant which have not expired or been exercised and shall, within such
five-Business Day period, deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.

                           (iii)    The Warrant Units issuable upon the exercise
of this Warrant shall be deemed to have been issued to the Holder at the
Exercise Time, and the Holder shall be deemed for all purposes to have become
the record Holder of such Warrant Units at the Exercise Time.

                           (iv)     The issuance of certificates for Warrant
Units (if such securities are certificated) upon exercise of this Warrant shall
be made without charge to the Holder for any issuance


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tax in respect thereof or other cost incurred by the Company in connection with
such exercise and the related issuance of Warrant Units. Each Warrant Unit
issuable upon exercise of this Warrant shall, upon payment of the Exercise
Price therefor, be free from all taxes and Liens.

                           (v)      The Company shall not close its books
against the transfer of this Warrant or of any Warrant Unit issuable upon
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant.

                           (vi)     The Company shall assist and cooperate with
any Holder required to make any governmental filings or obtain any governmental
approvals prior to or in connection with any exercise of this Warrant
(including, without limitation, making any filings required to be made by the
Company).

                           (vii)    Notwithstanding any other provision hereof,
if an exercise of any portion of this Warrant is to be made in connection with a
registered public offering of securities of the Company or the sale of the
Company, the exercise of any portion of this Warrant may, at the election of the
Holder hereof, be conditioned upon the consummation of the public offering or
the sale of the Company in which case such exercise shall not be deemed to be
effective until the consummation of such transaction.

                           (viii)   The Company shall at all times assure that,
pursuant to the terms of the Operating Agreement, it may issue Warrant Units
upon any exercise of this Warrant. The Company shall take all such actions as
may be necessary to assure that Warrant Units may be so issued without violation
of any applicable law or governmental regulation or any requirements of any
domestic securities exchange upon which Warrant Units may be listed (except for
official notice of issuance which shall be immediately delivered by the Company
upon each such issuance).

                  1C.      EXERCISE NOTICE. Upon any exercise of this Warrant,
the Exercise Notice shall be substantially in the form set forth in EXHIBIT I
hereto, except that if Warrant Units are not to be issued in the name of the
Person in whose name this Warrant is registered, the Exercise Notice shall also
state the name of the Person to whom the certificates for (or other evidence
of) Warrant Units are to be issued, and if the number of Warrant Units to be
issued does not include all the Warrant Units purchasable hereunder, it shall
also state the name of the Person to whom a new Warrant for the unexercised
portion of the rights hereunder is to be delivered. Such Exercise Notice shall
be dated the actual date of execution thereof.

                  1D.      EFFECT OF EXERCISE. Upon exercise of this Warrant,
the Company shall stamp "EXERCISED" on the face of this Warrant and return the
original Warrant to the Holder, it being understood that all of the Holders'
and the Company's rights and obligations under this Warrant shall survive the
exercise hereof.

         Section 2.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT UNITS.
In order to prevent dilution of the rights granted under this Warrant, the
Exercise Price shall be subject to adjustment from time to time as provided in
this SECTION 2, and the number of Warrant Units issuable upon exercise of this
Warrant shall be subject to adjustment from time to time as provided in this
SECTION 2.

                 2A.       ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF UNITS
UPON ISSUANCE OF MEMBERSHIP INTERESTS.

                           (i)      If and whenever on or after the Date of
Issuance the Company issues or sells, or in accordance with SECTION 2B is deemed
to have issued or sold, any Units to a Current Member or any Affiliate for a
consideration per share less than the Fair Market Value on the date of issuance
of such Units (as such amount is proportionately adjusted for splits,
combinations, dividends and


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recapitalizations affecting the Membership Units after the Date of Issuance,
the "BASE PRICE"), then immediately upon such issue or sale the Exercise Price
shall be reduced to an Exercise Price determined by multiplying the Exercise
Price in effect immediately prior to such issue or sale (or deemed issue or
sale) by a fraction, the numerator of which shall be the lowest net price per
unit at which such Membership Units have been issued or sold or are deemed to
have been issued or sold and the denominator of which shall be the Base Price
in effect immediately prior to such issue or sale (or deemed issue or sale); and

                           (ii)     Upon each such adjustment of the Exercise
Price hereunder, the aggregate number of Warrant Units acquirable upon exercise
of this Warrant shall be adjusted to a number determined by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Units acquirable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

                           (iii)    Notwithstanding the foregoing, there shall
be no adjustment to the Exercise Price or the number of Warrant Units obtainable
pursuant to this Warrant with respect to any Warrant Units issued on or before
the date of an adjustment as provided in this Section 2A.


                  2B.      EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For
purposes of determining the adjusted Exercise Price for any issuance to a
Current Member or any Affiliate under SECTION 2A, the following shall be
applicable:

                           (i)      ISSUANCE OF RIGHTS OR OPTIONS. If the
Company in any manner grants or sells any Options to a Current Member or
Affiliate and the lowest price per unit for which any Membership Unit is
issuable upon the exercise of any such Option, or upon conversion or exchange of
any Convertible Security issuable upon exercise of such Option, is less than the
Base Price in effect immediately prior to the time of the granting or sale of
such Options, then such Membership Unit shall be deemed to have been issued and
sold by the Company at such time for such price per unit. For purposes of this
SUBSECTION 2B(i), the "lowest price per unit for which any Membership Unit is
issuable" shall be equal to the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to any Membership Unit
upon each of (1) the granting or sale of the Option, (2) the exercise of the
Option and (3) the conversion or exchange of the Convertible Security. No
further adjustment of the Exercise Price shall be made upon the actual issuance
of such Membership Unit or of such Convertible Securities upon the exercise of
such Options or upon the actual issuance of such Membership Unit upon conversion
or exchange of such Convertible Securities.

                           (ii)     ISSUANCE OF CONVERTIBLE SECURITIES. If the
Company in any manner issues or sells any Convertible Security to a Current
Member or Affiliate and the lowest price per unit for which any Membership Unit
is issuable upon conversion or exchange thereof is less than the Base Price in
effect immediately prior to the time of such issue or sale of such Convertible
Security, then such Membership Unit shall be deemed to have been issued and sold
by the Company at such time for such price per unit. For the purposes of this
SUBSECTION 2B(ii), the "lowest price per unit for which any Membership Unit is
issuable" shall be equal to the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to any Membership Unit
upon each of (1) the issuance of the Convertible Security and (2) the conversion
or exchange of such Convertible Security. No further adjustment of the Exercise
Price shall be made upon the actual issuance of such Membership Unit upon
conversion or exchange of such Convertible Securities, and, if any such issuance
or sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Exercise Price had been or are to be made pursuant to
other provisions of this SECTION 2B, no further adjustment of the Exercise Price
shall be made by reason of such issuance or sale of such Convertible Security.


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                           (iii)    CHANGE IN OPTION PRICE OR CONVERSION RATE.
If the purchase price provided for in any Options issued pursuant to Subsection
(i) above, the additional consideration, if any, payable upon the issuance,
conversion or exchange of any Convertible Securities issued pursuant to
Subsection (ii) above, or the rate at which any such Convertible Securities are
convertible into or exchangeable for Membership Units change at any time, the
Exercise Price in effect at the time of such change shall be adjusted
immediately to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Units shall be correspondingly adjusted; provided that if such
adjustment would result in an increase of the Exercise Price then in effect,
such adjustment shall not be effective until 30 days after written notice
thereof has been given by the Company to all Holders of the Warrants.

                           (iv)     TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. Upon the expiration of any Option or the termination of
any right to convert or exchange any Convertible Securities without the exercise
of such Option or right, the Exercise Price then in effect and the number of
Warrant Units acquirable hereunder shall be adjusted immediately to the Exercise
Price and the number of Warrant Units which would have been in effect at the
time of such expiration or termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination, never been issued; provided that if such expiration or termination
would result in an increase in the Exercise Price then in effect, such increase
shall not be effective until 30 days after written notice thereof has been given
to all Holders of the Warrants.

                           (v)      CALCULATION OF CONSIDERATION RECEIVED. If
any Membership Units, Options or Convertible Securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received therefor
shall be deemed to be the net amount of cash received by the Company therefor.
If any Membership Units, Options or Convertible Securities are issued or sold
for a consideration other than cash, the amount of the consideration other than
cash deemed to be received by the Company shall be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration deemed to be received by the Company shall be
the fair market price thereof as of the date of receipt (as determined in good
faith by the Membership Committee of the Company). In case any Membership Units,
Options or Convertible Securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving
entity the amount of consideration therefor shall be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable to such Membership Units, Options or Convertible Securities, as the
case may be. The "fair value" of any consideration other than cash or securities
shall be determined jointly by the Company and the Majority Warrant Holders,
pursuant to the procedure outlined in the definition of "Fair Market Value" in
Section 8 hereof.

                           (vi)     INTEGRATED TRANSACTIONS. In case any Option
is issued in connection with the issuance or sale of other securities of the
Company, together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
shall be deemed to have been issued for an aggregate consideration of $.01.

                           (vii)    TREASURY WARRANT UNITS. The number of
Membership Units outstanding at any given time does not include shares owned or
held by or for the account of the Company or any Subsidiary, and the disposition
of any shares so owned or held shall be considered an issuance or sale of
Membership Units.

                           (viii)   RECORD DATE. If the Company takes a record
of the Holders of Membership Units for the purpose of entitling them (a) to
receive a distribution payable in Membership


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Units, Options or in Convertible Securities or (b) to subscribe for or purchase
Membership Units, Options or Convertible Securities, then such record date
shall be deemed to be the date of the issuance or sale of the Membership Units
deemed to have been issued or sold upon the making of such distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

                  2C.      SUBDIVISION OR COMBINATION OF MEMBERSHIP UNITS. If
the Company at any time subdivides (by any membership interest split,
membership interest dividend, recapitalization or otherwise) one or more
classes of its outstanding Membership Units into a greater number of units, the
Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of Units obtainable upon the exercise of
this Warrant shall be proportionately increased. If the Company at any time
combines (by reverse membership interest split or otherwise) one or more
classes of its outstanding Membership Units into a smaller number of units, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Units issuable upon
exercise of this Warrant shall be proportionately decreased.

                  2D.      REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE. Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's
assets, sale of Membership Units, or other transaction, which in each case is
effected in such a way that the Holders of Membership Units are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Membership Units is referred to
herein as an "ORGANIC CHANGE." Prior to the consummation of any Organic Change
whereby the Obligations will be paid in full, the Company shall give not less
than ten (10) days' notice to each of the Holders, who shall thereafter have
the right to exercise this Warrant as provided in Section 1A herein.

                  2E.      CERTAIN EVENTS. If any event occurs of the type
contemplated by the provisions of this SECTION 2 between the Company and any
Current Member or Affiliate but not expressly provided for by such provisions
(including, without limitation, the granting of equity appreciation rights,
phantom equity rights or other rights with equity features to any Current
Member or Affiliate), then the Company shall make an appropriate adjustment in
the Exercise Price and the number of Warrant Units issuable upon exercise of
this Warrant so as to protect the rights of the Holders of the Warrants;
provided that no such adjustment shall increase the Exercise Price or decrease
the number of Warrant Units obtainable as otherwise determined pursuant to this
SECTION 2.

                  2F.      NO AVOIDANCE. In the event the Company shall enter
into any transaction for the purpose of avoiding the provisions of this SECTION
2, the benefits provided by such provisions shall nevertheless apply and be
preserved.

                  2G.      NOTICES.

                           (i)      Immediately upon any adjustment of the
Exercise Price, the Company shall give written notice thereof to each Holder,
setting forth in reasonable detail and certifying the calculation of such
adjustment.

                           (ii)     The Company shall give written notice to
each Holder at least 20 days prior to the date on which the Company closes its
books or takes a record (a) with respect to any distribution upon the Membership
Interests, (b) with respect to any pro rata subscription offer to Holders of
Membership Interests or (c) for determining rights to vote with respect to any
Organic Change, dissolution or liquidation.

                           (iii)    The Company shall also give written notice
to each Holder at least 5 days prior to the date on which any Organic Change,
dissolution or liquidation shall take place.


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<PAGE>

         Section 3.  DISTRIBUTIONS. If the Company declares or pays a
distribution upon the Membership Units (including a distribution payable in
Membership Units) then the Company shall pay to the Holder of this Warrant at
the time of payment thereof the distribution which would have been paid to such
Holder on the Warrant Units had this Warrant been fully exercised immediately
prior to the date on which a record is taken for such distribution, or, if no
record is taken, the date as of which the record Holders of Membership Units
entitled to such distribution are to be determined.

         Section 4.  TAG-ALONG RIGHTS.

                (a)       The Holder acknowledges that transfers of Membership
Units (other than Warrant Units) is subject to restrictions in the Operating
Agreement governing transfers and rights of first refusal. If any Current
Member (the "SELLING CURRENT MEMBER"), proposes to transfer any of its
Membership Units to a person who is not a party to this Agreement in a
transaction that is not subject to the right of first refusal in the Operating
Agreement, then at the option of any Holder, such Transfer shall include a
number of Warrant Units issuable to such Holder on the same terms and
conditions (including the same representations and warranties and the same
covenants and agreements) as those applying to the Selling Current Member.
Prior to effecting any Transfer subject to this Section 4, the Selling Current
Member shall send a written notice of the terms of such prepared Transfer (the
"TAG-ALONG NOTICE") to the Company and the Holders. At any time within fourteen
(14) days after receipt of the Tag-Along Notice, any Holder (a "PARTICIPATING
HOLDER") may accept the offer included in the Tag-Along Notice for up to such
number of Membership Units as is determined in accordance with the provisions
of Section 4(b) below by furnishing written notice of such acceptance to the
Selling Current Member and delivering to the Selling Current Member the
certificate or certificates (if such Membership Units are certificated)
representing the Membership Units to be Transferred pursuant to such offer by
the Participating Holders, together with a limited power-of-attorney
authorizing the Selling Current Member to sell or otherwise dispose of such
Membership Units pursuant to the terms of such third party's offer.

                (b)       Each Participating Holder shall have the right,
pursuant to Section 4(a) hereof, to sell pursuant to the third party's offer a
number of Membership Units (rounded down to the nearest whole number of shares)
equal to the product of (i) the total number of Membership Units to be acquired
by the third party, and (ii) a fraction, the numerator of which shall be the
aggregate number of Membership Units then owned by such Participating Holder
and the denominator of which shall be the aggregate number of outstanding
Membership Units then owned collectively by the Selling Current Members and the
Holders. The Selling Current Members shall reduce the number of Membership
Units it is to sell accordingly to allow for the number of Membership Units of
the Participating Holders to be sold.

                (c)       Simultaneously with the consummation of the Transfer
of the Membership Units held by the Selling Current Members and the
Participating Holders to the third party pursuant to the third party's offer,
the Selling Current Members shall notify the Participating Holders thereof and
shall cause the third party purchaser to remit to the Participating Holders the
total sale price for the Membership Units transferred by the Participating
Holders to such third party. The Selling Current Members may deduct from the
sale price payable to such Participating Holders pursuant to this Section 4 the
Participating Holders' pro rata portion of the reasonable out-of-pocket fees
and expenses payable by the Selling Current Members in respect of the
completion of such sale, including, without limitation, brokers', legal and
accounting fees and expenses.


                                      -7-
<PAGE>

                (d)       Any Holder who has not accepted the offer contained
in the Tag-Along Notice within 14 days after receipt of such Tag-Along Notice
shall be deemed to have waived any and all rights with respect to the Transfer
of Membership Units described in the Tag-Along Notice. The Selling Current
Members shall have three months from the date of the Tag-Along Notice to
Transfer not more than the amount of Membership Units described in the
Tag-Along Notice (plus any shares of any Participating Holders who have elected
to be included in such Transfer), on terms not more favorable to the Selling
Current Members than those set forth in the Tag-Along Notice.

         Section 5.  DRAG ALONG RIGHTS.

                  (a)     If one or more Current Members who hold collectively
not less than sixty-three percent (63%) or more of the Membership Units of the
Company propose to sell all of their Membership Units (other than to an
Affiliate) (a "SIGNIFICANT DRAG SALE"), the selling Members shall have the
right to require each Holder to transfer all but not less than all of such
Holder's Warrant Units (including those previously issued and those issuable
upon exercise of the Warrant) to the same purchaser or purchasers and at the
same price and on the same terms as those offered to the selling Members,
provided, however, that no Holder shall be required to make any representations
or warranties in connection with such transfer other than representations and
warranties as to (i) such Holder's ownership of the Warrant Units to be
transferred free and clear of all liens, claims and encumbrances, (ii) such
Holder's power and authority to effect such transfer, and (iii) such matters
pertaining to compliance with securities laws as the transferee may reasonably
require.

                  (b)     The Company, on behalf of the selling Members, shall
give each Holder at least thirty (30) days' prior written notice of any
Significant Drag Sale as to which the selling Members intend to exercise their
rights under Section 5. If the selling Members elect to exercise their rights
under Section 5, each Holder shall take such actions as may be reasonably
required and otherwise cooperate in good faith with the selling Members in
connection with consummating the Significant Drag Sale (including, without
limitation, the voting of any Warrant Units or Membership Units of the Company
to approve such Significant Drag Sale). At the closing of such Significant Drag
Sale, each Holder shall deliver certificates for all Warrant Units to be sold
by such Holder, duly endorsed for transfer, against payment of the appropriate
purchase price.

         Section 6.  PUT ARRANGEMENT FOR UNDERLYING UNITS AND PURCHASER
MEMBERSHIP INTERESTS.

                  (i)     At any time after the earliest to occur of (a) the
fifth anniversary of the Date of Conversion and (b) the occurrence of an Event
of Default, (each, a "TRIGGER EVENT"), and ending on the tenth anniversary
following the Date of Conversion, any Holder may cause the Company to
repurchase (the "PUT") all but not less than all of such Holder's Warrant Units
at the Put Price by delivering a written notice (the "PUT NOTICE") to the
Company.

                 (ii)     Upon receipt of a Put Notice, the Company will
deliver a copy thereof to each other Holder informing them of the date of
delivery of such notice (the "DELIVERY DATE"), the number of Warrant Units then
in existence on the Delivery Date, and that such Holder may elect to
participate in the Put, and thereby to include all but not less than all of
such Holder's Warrant Units in such repurchase by delivering written notice to
the Company within 10 days of receipt of such notice from the Company.

                (iii)     Upon the delivery of any Put Notice, the Company and
the Holder or Holders of Warrant Units electing to participate in the exercise
of the Put by delivering the notice referred to in SUBSECTION (ii) above (the
"ELECTING HOLDERS") shall promptly (and in any event within 10 days after the


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<PAGE>

Delivery Date) meet to determine the Put Price (including Fair Market Value) as
defined in and pursuant to Section 8. The Company will be obligated to purchase
all Warrant Units requested to be repurchased in the Put Notice and any notices
delivered pursuant to SUBSECTION (ii) above (collectively, the "PUT UNITS") at
a mutually agreeable time and place which will in no event be later than 90
days after the Delivery Date (the "PUT CLOSING"). Promptly upon determination
of the Put Price and in no event less than 10 days prior to the date of the Put
Closing, the Company will notify all Holders of the Warrant Units thereof, of
the time and place of the Put Closing (the "CLOSING NOTICE"). An Electing
Holder may deliver to the Company all or any portion of the Warrant (rather
than the aggregate Exercise Price thereof) held by such Holder in satisfaction
of the sale of such Holder's Warrant Units hereunder, in which event the Put
Price will be reduced by the aggregate Exercise Price of the Warrant(s) so
delivered.

                 (iv)     At any Put Closing, each Electing Holder shall
deliver to the Company certificates representing the Put Units (or the Warrant)
held by such Holder, as applicable, and the Company shall deliver to such
Holder payment in the amount of the product of (x) the Put Price (subject to
any applicable reduction pursuant to the last sentence of CLAUSE (iii) above)
multiplied by (y) the number of Put Units owned by such Holder. Such payment
may be made by cashier's or certified check or wire transfer of immediately
available funds payable to each such Holder. The Company will, and will cause
each of its Affiliates to, undertake Diligent Efforts (as defined below) during
the 90-day period immediately following the Delivery Date of the Put Notice to
finance the payment of the Put Price in accordance with this SECTION 6 so that
the Put Price may be paid in full in cash, but only to the extent such
financing can be obtained on commercially reasonable terms. Such "DILIGENT
EFFORTS" shall include, but shall not be limited to, pursuing private or public
offerings of equity or debt securities, financings or restructuring of the
Company's debt or any Subsidiary's debt and other capitalization. In the event
that, notwithstanding such Diligent Efforts, the Company is unable to purchase
all of the Put Units at the Put Closing in cash within such 90-day period, the
Company will at the Put Closing pay the maximum portion of the Put Price which
the Company is legally able to pay in cash (the "Available Cash") and pay the
remaining portion of the Put Price which the Company is not able to pay in cash
by issuing to the Electing Holders promissory notes (the "Put Notes") accruing
interest at an annual rate of 19% (payable quarterly) and payable in full on
the earlier of (A) the third anniversary of the Put Closing or (B) the maturity
date of the Senior Debt in an aggregate principal amount equal to such portion
of the Put Price, and such Put Notes shall be subordinate in right of payment
to the Senior Debt (if any Senior Debt is then outstanding) on terms and
conditions no less favorable than to the holders of the Notes under the Credit
Agreement. In such event, the Company will pay cash and Put Notes to each of
the Electing Holders, pro rata according to the number of Put Units held by
each such holder. During the 90-day periods commencing upon the first and
second anniversaries of issuance of the Put Notes, to the extent the Put Notes
have not been paid, the Company will, and will cause each of its Affiliates to,
undertake Diligent Efforts to arrange debt and/or equity financing in order to
retire the Put Notes for cash and will provide to the holders of Put Notes any
information regarding the Company's efforts to obtain such financing as is
reasonably requested by any such holder of Put Notes.

                  (v)     The Company shall not be required to pay cash or
property to repurchase Put Units to the extent the sole reason for not doing so
is that it is prohibited from doing so under the California Limited Liability
Company Act or other governing law; PROVIDED that the Company will take all
reasonable steps necessary to make such payments under this SECTION 6,
including without limitation reducing its capital and/or increasing its net
assets (by re-appraisal or otherwise).

                 (vi)     Notwithstanding anything contained herein to the
contrary, if the Company is not able to pay the Put Price in full in cash
within 90 days after the delivery of the Put Notice, the Majority Warrant
Holders may rescind the Put at their election by delivering written notice to
the Company within 30 days after the Company notifies each such Holder that it
will be unable to pay the Put Price in full in


                                      -9-
<PAGE>

cash. If the Company fails to satisfy its obligations pursuant to the Put, the
Holders may pursue any and all rights and remedies at law or in equity.

                  (vii)   Notwithstanding the foregoing provisions of this
SECTION 6, this SUBSECTION (vii) shall apply in the event of an Organic Change
transaction. The Company shall give the Holders at least 30 days prior written
notice of any transaction that results in an Organic Change. If the Majority
Warrant Holders deliver a Put Notice at least five days prior to such Organic
Change transaction, the Put Closing shall be held on the same date as the
closing of the Organic Change transaction and the Fair Market Value of the
Company for purposes of calculating the Put Price shall be the product of (A)
the highest price per Membership Unit paid (whether directly or indirectly by
way of a purchase of assets of the Company) by an independent third party in
such Organic Change transaction, multiplied times (B) the sum of the total
number of Membership Interests outstanding as of the closing of the Organic
Change transaction PLUS the number of Membership Interests issuable upon
exercise or conversion of any Options or Convertible Securities as of the
closing of the Organic Change transaction, in each case to the extent such
Options and Convertible Securities are exercisable and "in the money" as of the
closing of the Organic Change transaction and in each case calculated as of the
closing of the Organic Change Transaction. For purposes of this paragraph,
"price per Membership Unit paid" means all cash and other property, if any,
payable to any Holder in connection with such transaction, and includes all
amounts payable over time, all contingent payments, all fees and all other
amounts. An Electing Holder may deliver the Company all or any portion of the
Warrant (rather than Units) held by such Holder in satisfaction of the sale of
such Holder's Warrant Units hereunder, in which event the Put Price will be
reduced by the aggregate Exercise Price of the Warrant(s) so delivered.

         Section 7.  CALL ARRANGEMENT.

                  (i)     At any time after the Company proposes to repay the
Obligations in full (and is willing and able to repay the Obligations
simultaneously with or prior to the Call Closing), the Company will have the
right to purchase (the "CALL") all but not less than all of the Warrant Units
then in existence at the Call Price and on the other terms and conditions set
forth in this SECTION 7 by giving written notice thereof (the "CALL NOTICE") to
all Holders of Warrant Units. The Company will pay the Call Price to Holders of
Warrant Units pro rata according to the number of Warrant Units held or
issuable upon exercise of outstanding Warrants. A Call Notice will state the
time and place at which the Company will repurchase such Warrant Units (which
shall in no event be later than 90 days following delivery of the Call Notice)
(the "CALL CLOSING"), the aggregate number of Warrant Units then in existence
and the number of Warrant Units to be repurchased from such Holder. The
delivery of a Call Notice shall constitute an irrevocable offer by the Company
to purchase the Warrant Units for the Call Price at the time and place stated
in the Notice.

                 (ii)     Upon delivery of the Call Notice (the date of such
delivery also being the "DELIVERY DATE"), the Company and the Majority Holders
shall promptly (and in any event within 10 days after the delivery of the Call
Notice) meet for the purpose of determining the Call Price. Promptly upon
determination of the Call Price and in no event less than 15 days prior to the
date of the Call Closing, the Company will notify all Holders of Warrant Units
thereof.

                (iii)     At the Call Closing, the Company will be obligated to
purchase all Warrant Units then in existence. At the Call Closing, provided
that the Company has paid or is simultaneously repaying the Obligations in full
in cash, each Holder of Warrant Units shall deliver to the Company certificates
(or other evidence of ownership) representing the Warrant Units or the
Warrant(s) held by each such Holder and the Company shall deliver to each such
Holder the product of (x) the Call Price (subject to adjustment pursuant to the
next sentence) multiplied by (y) the number of Warrant Units owned by such
Holder by cashier's or certified check payable to such Holder or by wire
transfer of immediately available funds to


                                      -10-
<PAGE>

an account designated by such Holder. A Holder of Warrant(s) may deliver to the
Company the Warrant(s) (rather than Units) held by such Holder in satisfaction
of its obligations hereunder, in which event the Call Price will be reduced by
the aggregate Exercise Price of the Warrant(s) so delivered. In the event that
the Company is unable or fails for any reason to consummate the purchase of all
Warrant Units then in existence for cash on the terms and within the time
periods set forth herein, or fails to repay the Obligations in full in cash
simultaneously with or prior to the Call Closing, the Company's Call rights
under this SECTION 7 will automatically terminate.

                 (iv)     ADJUSTMENT EVENTS. If within the 12-month period
following the consummation of a repurchase of the Warrant Units pursuant to a
Call, the Company or any of its Subsidiaries or equity Holders consummates (i)
a Public Offering, (ii) an Organic Change or (iii) an issuance or sale of 20%
or more of the Membership Interests (on a fully diluted basis) or consolidated
assets of the Company as part of a single sale or series of sales (each such
event being referred to as an "ADJUSTMENT EVENT"), then the Company shall pay
to each former Holder (as of the time of repurchase pursuant to the Call) of
Warrant Units for each Warrant Membership Interest previously owned by such
Holder and repurchased by the Company pursuant to the Call the excess of (A)
the highest price per unit paid or payable in connection with the Adjustment
Event (less underwriting discounts and commissions, in the case of a Public
Offering), PLUS the fair market value per unit of all distributions declared or
paid by the Company to the Holders of its Membership Interests after the Call
Closing to and including the date of such Adjustment Event, OVER (B) 100% of
the Call Price per share. Such payment shall be made by certified or cashier's
check or wire transfer of funds to each such Holder simultaneously with the
consummation of any such transaction.

                  (v)     The Company's right to exercise the Call hereunder
will terminate upon the tenth anniversary of the Date of Conversion.

         Section 8.  DEFINITIONS. The following terms have the meanings set
forth below:

                  "AFFILIATE" means any person or entity who is a Holder of
Membership Interest of the Company ("CURRENT MEMBER") and any other person or
entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with a Current Member.
The term "control" as used in the immediately preceding sentence shall mean
with respect to a corporation or a limited liability company the right to
exercise, directly or indirectly, more than 50% of the voting rights
attributable to the controlled corporation or limited liability company and
with respect to any individual, partnership, trust or other entity or
association, the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such controlled entity.

                  "CALL PRICE" means, with respect to any Warrant Unit, the Put
Price with respect to such units, calculated as if the date of delivery of the
Call Notice is the "Delivery Date" as used in the definition of Put Price. The
expenses of determining the Call Price shall be borne by the Company.

                  "CONVERTIBLE SECURITIES" means any stock or securities
(directly or indirectly) convertible into or exchangeable for Membership
Interests.

                  "CURRENT MEMBERS" shall mean any person or entity who holds
Common Units of the Company as of the date or time on which Current Members are
determined for any purpose under this Agreement.

                  "DATE OF CONVERSION" means the date of conversion of the
revolving credit arrangement pursuant to the Credit Agreement into a term loan
pursuant to the provisions thereof.


                                      -11-
<PAGE>

               "FAIR MARKET VALUE" means the fair market value of the
Company's entire common equity, on a fully-diluted basis, determined on a going
concern basis as between a willing buyer and a willing seller and taking into
account all relevant factors determinative of value without giving effect to any
discount for any lack of liquidity attributable to a lack of a public market for
such security, any block discount or discount attributable to the size of any
Person's holdings of such security, any minority interest or any voting rights
thereof or lack thereof, PLUS (to the extent not otherwise taken into
consideration in the determination of fair market value of the Company's entire
common equity) the aggregate amount of cash or property payable or to be
surrendered to the Company upon exercise or conversion of Options and
Convertible Securities and the principal amount of any debt constituting
Convertible Securities which are included in the denominator pursuant to clause
(ii) of the definition of "Put Price." The Company and the Electing Holders
representing a majority of the Put Units or, in the case of the Call, the
Majority Warrant Holders (each referred to as the "MAJORITY HOLDERS"), will use
reasonable efforts to determine Fair Market Value, but if such parties are
unable to agree on Fair Market Value within 10 days after meeting for the
purpose of determining the Fair Market Value, the Company and the Majority
Holders shall, within 20 days after the Delivery Date, mutually select an
appraiser to make a determination of the Fair Market Value (who shall make such
determination within 30 days after selection); provided that if the parties are
unable to agree upon the selection of an appraiser within such 20-day period,
the Fair Market Value shall be determined as follows: the Company and the
Majority Holders, as applicable, shall, within 5 days after their failure to
agree upon the selection of an appraiser, each select their own appraiser to
determine the "Fair Market Value." Each such appraiser shall make a
determination of the "Fair Market Value" within 30 days after the date of
selection. If the "Fair Market Value" as determined by one appraiser is within
10% of the "Fair Market Value" determined by the other appraiser, then the Fair
Market Value shall be the average of the "Fair Market Values" determined by the
two appraisers. If the "Fair Market Value" determined by one appraiser is not
within 10% of the "Fair Market Value" of the other appraiser, then such two
appraisers shall promptly select a third appraiser, which appraiser shall make a
determination of the "Fair Market Value" as promptly as possible but, in any
event, within 75 days after the Delivery Date, and the Fair Market Value shall
be the median of the "Fair Market Values" determined by the three appraisers.
The determination of the Fair Market Value pursuant to the preceding sentences
shall be final and binding upon the Company and all Electing Holders, as
applicable. The Company will pay the cost of the first appraiser designated
pursuant to these procedures. Holder will pay the cost of any second appraiser
required to be designated pursuant to these procedures, and Holder and Purchaser
will split the cost of any third appraiser required to be designated pursuant to
these procedures.

               "MAJORITY HOLDERS" means the Holders of Warrants representing
the right to purchase a majority of the Warrant Units.

               "MARKET PRICE" means as to any security (other than the
Warrants) the average of the closing prices of such security's sales on all
domestic securities exchanges on which such security may at the time be listed
or quoted, including for this purpose, The Nasdaq Stock Market, or, if there
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on any day such security is not so listed or quoted, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which "MARKET PRICE" is being determined and the 20
consecutive business days prior to such day; provided that if such security is
listed on any domestic securities exchange the term "business days" as used in
this sentence means business days on which such exchange is open for trading. If
at any time such security is not listed on any domestic securities exchange or
quoted on The Nasdaq Stock Market or the domestic over-the-counter market, the
"MARKET PRICE" shall be the fair value thereof (taking into account, in the case
of a determination of the Market Price of Membership Interests, any outstanding
Options and Convertible


                                    -12-
<PAGE>

Securities) determined based on the Fair Market Value of the Company
(determined in accordance with the definition of "Fair Market Value" set
forth herein). Any determination of Market Price of a security will be made
without giving effect to any discount for any lack of liquidity attributable
to a lack of a public market for such security, any block discount or
discount attributable to the size of any Person's holdings of such security,
any minority interest or any voting rights thereof or lack thereof. The
"MARKET PRICE" of a Warrant means the excess of (i) the Market Price of the
Units obtainable upon exercise thereof over (ii) the aggregate exercise price
of the Units issuable in connection with such exercise.

               "MEMBERSHIP UNITS" means, collectively, the Company's Common
Units of membership interests and any membership interests of any class of the
Company hereafter created which is not limited to a fixed sum or percentage of
stated value in respect of the rights of the Holders thereof to participate in
distributions or in the distribution of assets upon any liquidation, dissolution
or winding up of the Company.

               "MEMBERSHIP UNITS DEEMED OUTSTANDING" means, at any given time
and from time to time, the number of Membership Interests actually outstanding
at such time, plus the maximum number of Membership Units deemed to be
outstanding pursuant to SECTIONS 2B(i) and 2B(ii), issuable upon exercise,
conversion or exchange of any outstanding Options or Convertible Securities, in
each case regardless of whether the Options or Convertible Securities are
actually exercisable at such time, but excluding any Membership Interests
issuable upon exercise of the Warrants.

               "NOTE(S)" equals that certain Term Note made and issued by the
Company to Purchaser pursuant to the Credit Agreement.

               "OBLIGATIONS" means the liability for principal, interest and
other amounts due and payable by the Company to the Purchaser pursuant to the
Credit Agreement.

               "OPERATING AGREEMENT" means that Amended and Restated
Operating Agreement for VIA Wireless LLC made as of April, 2000, as amended and
restated from time to time.

               "OPTIONS" means any rights or options to subscribe for or
purchase Membership Units.

               "PERSON" shall mean any individual, partnership, corporation,
banking association, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

               "PUBLIC OFFERING" means the consummation of an underwritten
public offering pursuant to an effective registration statement filed by the
Company (or any successor entity to the Company) with the Securities and
Exchange Commission under the Securities Act with respect to common equity of
the Company (or any successor entity to the Company).

               "PUT PRICE" shall equal, with respect to each Warrant Unit,
the quotient obtained by dividing (i) the Fair Market Value of the Company as of
the Delivery Date BY (ii) the sum of the total number of Membership Units
outstanding as of the Delivery Date PLUS the number of Membership Units issuable
upon exercise or conversion of any Options or Convertible Securities as of the
Delivery Date, in each case only to the extent such Options and Convertible
Securities are exercisable and "in-the-money" on the Delivery Date and in each
case calculated as of the Delivery Date. The expenses of determining the Put
Price shall be borne by the Company.

               "SENIOR DEBT" shall mean any bona fide third-party debt of the
Company outstanding at the time.


                                    -13-
<PAGE>

         Section 9.  NO VOTING RIGHTS; LIMITATIONS OF LIABILITY. This Warrant
shall not entitle the Holder hereof to any voting rights or other rights as an
equity holder of the Company. No provision hereof, in the absence of affirmative
action by the Holder to purchase Warrant Units, and no enumeration herein of the
rights or privileges of the Holder shall give rise to any liability of such
Holder for the Exercise Price of Warrant Units acquirable by exercise hereof or
as an equity holder of the Company.

         Section 10. TRANSFERS SUBJECT TO OPERATING AGREEMENT. The transfer of
this Warrant and any Warrant Unit is subject to the provisions of the Operating
Agreement, including the provisions of Article 10 thereof regarding transfer and
assignment of interests. Holder agrees that Holder is subject to all of the
terms and conditions of the Operating Agreement with respect to any Warrant
Units purchased upon exercise hereof. Holder further agrees that this Warrant
and any Warrant Unit may be transferred (subject to the provisions of the
Operating Agreement) only in connection with the transfer of all of the rights
under the Note and the Credit Agreement.

         Section 11. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Holder shall be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing this Warrant, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided that if the Holder is a financial institution or other institutional
investor its own agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall (at its
expense) execute and deliver, in lieu thereof, a new certificate of like kind
representing the same rights represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

         Section 12. NOTICES. Except as otherwise expressly provided herein, all
notices referred to in this Warrant shall be in writing and shall be delivered
personally, sent by reputable overnight courier service (charges prepaid) or
sent by registered or certified mail, return receipt requested, postage prepaid
and shall be deemed to have been given when so delivered, sent or deposited in
the U.S. Mail (i) to the Company, at its principal executive offices and (ii) to
the Holder of this Warrant, at such Holder's address as it appears in the
records of the Company (unless otherwise indicated by any such Holder).

         Section 13. AMENDMENT AND WAIVER. Except as otherwise provided herein,
the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Majority Warrant Holders; provided that no such action may change the Exercise
Price of the Warrants or the number of units or class of membership interests
obtainable upon exercise of each Warrant without the written consent of the
Holders of Warrants representing at least 50.1% of the Warrant Units obtainable
upon exercise of the Warrants.

         Section 14. GOVERNING LAW. THE LAWS OF THE STATE OF CALIFORNIA SHALL
GOVERN ANY QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS WARRANT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION.

         Section 15. JOINDER AGREEMENT. Contemporaneously with the issuance of
this Warrant on the date hereof, each party to the Operating Agreement and any
other holder of Membership Units has executed the Joinder Agreement (the
"Joinder Agreement") attached as Exhibit III. The Company agrees that, prior to
the earlier of the termination of the Exercise Period or the exercise in full of
all Warrants exercisable hereunder, (i) any additional holder of Membership
Units (other than a Holder) shall execute a Joinder Agreement contemporaneously
with the issuance to or transfer of Membership Units to such holder; and (ii)
any Person who becomes a party to the Operating Agreement after the date hereof
(other than a Holder) shall contemporaneously therewith execute a Joinder
Agreement.


                                    -14-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this MEMBERSHIP
INTEREST PURCHASE WARRANT AND REPURCHASE AGREEMENT as of the date first set
forth above.

                                   VIA WIRELESS, LLC

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:

                                   UBIQUITEL OPERATING COMPANY

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:













                      [SIGNATURE PAGE TO WARRANT AGREEMENT]





                                    -15-
<PAGE>



                                    EXHIBIT I

                                 EXERCISE NOTICE


To:
   -----------------
Dated:
      --------------


                  The undersigned, pursuant to the provisions set forth in the
attached Warrant (Certificate No. W-1), hereby agrees to subscribe for the
purchase of ______Units covered by such Warrant and makes payment herewith in
full therefor at the price per unit provided by such Warrant.


                                             Signature
                                                      -------------------------
                                             Address
                                                     --------------------------



<PAGE>


                                   EXHIBIT II

                                   ASSIGNMENT


         FOR VALUE RECEIVED, _________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (Certificate No. W-_____) with respect to the number of the Units
covered thereby set forth below, unto:

Names of Assignee                                            No. of Membership
                                 Address                     Interests
                                 -------                     ---------



Dated:                                Signature
      --------------------                      -------------------------

                                                -------------------------
                                       Witness
                                                -------------------------






<PAGE>


                                   EXHIBIT III

                                JOINDER AGREEMENT

         This Joinder Agreement (the "Joinder Agreement") is made as of this
____ day of February __, 2001 by the undersigned Members of VIA Wireless, LLC, a
California limited liability company (the "Company") for the purposes of
acknowledging the issuance of the Membership Interest Purchase Warrant and
Repurchase Agreement (the "Warrant") to UbiquiTel Operating Company for the
purchase of Common Units of Membership Interests of the Company and agreeing to
be bound by certain terms and conditions of such Warrant. All capitalized terms
used but not defined herein shall have the meaning given such terms in that
certain Amended and Restated Operating Agreement for the Company, dated April,
2000 (the "Operating Agreement").

         The undersigned, by execution and delivery of this Joinder Agreement,
hereby acknowledges, ratifies, and approves the issuance of the Warrant to
UbiquiTel Operating Company The undersigned further agrees to become a party to,
and be bound by, the terms, conditions, rights and obligations of the Warrant
with respect to Section 4 "Tag-Along Rights" and Section 5 "Drag Along Rights."
The undersigned further agrees to take all actions necessary to approve and/or
execute and deliver in a timely fashion any and all additional documents
necessary or desirable to effectuate the purposes of this Joinder Agreement and
the Warrant.

         This Joinder Agreement and the Warrant represents the entire agreement
among the parties hereto with respect to the subject matter hereof, and
supersedes any provisions in the Operating Agreement to the contrary. This
Joinder Agreement may not be amended, waived, discharged or terminated except
upon termination of the Warrant pursuant to its terms, or by written agreement
executed by the parties sought to be bound.








                           [SIGNATURE PAGE TO FOLLOW]



<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this JOINDER
AGREEMENT as of the date first set forth above.

Date:
     ----------------------------


                                   CENTRAL VALLEY CELLULAR, INC.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                   PINNACLES PCS, INC.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                   THE PONDEROSA TELEPHONE CO.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                   PERSONAL COMMUNICATIONS SERVICE, INC.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                   KERMAN COMMUNICATION TECHNOLOGIES, INC.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                   DELMAR WILLIAMS & ASSOCIATES, L.P.

                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:



                      [SIGNATURE PAGE TO JOINDER AGREEMENT]

</TEXT>
</DOCUMENT>
