ART EUROPE SHAREHOLDERS' AGREEMENT
This ART Europe Shareholder's Agreement ("Agreement"), is entered into as of 30
September 1996 between Advanced Radio Technologies, Inc., ("ART") of Bellevue,
Washington, USA and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇▇▇▇") of Turin, Italy (ART
or ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ to be referred to individually as a "Party" and ART and ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ collectively as the "Parties").
1. Unless otherwise agreed by the Parties, this agreement shall govern the
formation of any corporation or business association formed by or with the
assistance of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ for the purpose of providing terrestrial fixed
wireless broadband communications services in any country or countries in Europe
(a "Company"). The countries covered by the term Europe are listed in Appendix
1. Each such Company shall be limited to providing domestic services in the
nation of its incorporation or formation unless otherwise agreed.
2. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ agrees to assume the duties of Acting Managing Director of
each Company upon its formation. For each such Company, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall
be responsible for preparing and completing a business plan acceptable to the
Board of Directors of such Company, preparing and completing a financing plan,
placing the financing for each Company, recruiting the initial management, and
such other duties consistent with the position of Acting Managing Director as
may be assigned from time to time by the Board of Directors.
3. The costs of the formation of a Company initially shall be borne by the
Parties as agreed on a case-by-case basis. The out of pocket costs shall be
subject to later reapportionment as provided in Paragraph 4. The number of
authorized shares of the company shall be as agreed by the Parties. There shall
be only one class of voting shares authorized and the Articles of Incorporation
(or other fundamental statutes of the Company) shall provide that: (1) the
number of authorized shares of the Company may not be increased without the
approval of ART, regardless of the percentage of share ownership of ART in the
Company; and (2) no other class of shares shall be authorized without the
approval of ART as long as ART remains a shareholder in the Company. The
initial number of Directors of a Company shall be five, with four elected by ART
and one by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇.
4. Unless otherwise agreed by the Parties, prior to the initial issuance of
stock to the parties, the party bearing the initial cost of formation of the
company, shall be compensated, by cash or debt instrument acceptable to such
party, by the other party so that 80% of the out of pocket formation costs are
borne by ART and 20% of the out of pocket formation costs are borne by ▇▇.
▇▇▇▇▇▇▇▇▇▇▇.
--------------------------------------------------------------------------------
Page 1
5. The Company and ART shall enter into a License and Support Agreement
("LSA") substantially similar to Attachment A, pursuant to which ART shall grant
to the Company certain intellectual property, contract and support rights. Upon
the execution of such Agreement, the Company shall issue to ART shares equal to
51% of the Company's number of authorized shares.
6. Upon satisfactory completion of the business plan, the finance plan, the
recruitment of a Managing Director and the completion of the first round of
financing, the Company shall issue to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shares equal to 12.75% of
the Company's number of authorized shares.
7. The Company may issue the balance of the authorized shares of the Company
to ART, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, or other third party investor in such portions and at a
price or prices as may be determined by the Board of Directors of the Company
provided that ART and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have the right, in the sale of any
such shares of the Company, to purchase, for the same price as other purchasers,
such number of shares up to the amount of shares necessary to maintain their
percentage of ownership of the outstanding shares of the Company at the time of
the sale.
8. ART has a right of first refusal to purchase Company shares owned by ▇▇.
▇▇▇▇▇▇▇▇▇▇▇, exercisable by written notice to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ within 30 days of
the transmission by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ to ART of a "bonafide" offer from a third
party to purchase such shares, except for sales or transfers to ▇▇.
▇▇▇▇▇▇▇▇▇▇▇'▇ spouse or immediate family member or to a company controlled by
▇▇. ▇▇▇▇▇▇▇▇▇▇▇. Sale of the control of any company holding Company shares
shall trigger the ART's right of first refusal pursuant to this paragraph 8.
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall not sell or transfer any shares in a Company without first
providing ART with written notice as provided above.
9. In the event of the sale of Company shares owned by ART, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
shall have the right to require that his shares are sold on his behalf by ART as
part of the same transaction and on equal terms to those received by ART.
10. The Parties intend to form a Holding Company for the purpose of aggregating
the ownership of the Companies formed pursuant to this Agreement.
11. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ agrees (for a period of two years from the later of (1) the
date of this Agreement, or (2) from the date in which he last holds any interest
in any Company), not to engage in, finance, invest in, consult for, be employed
by, or otherwise serve as an officer or director of any company or other
business entity (other than a Company), engaging in broadband wireless fixed
terrestrial communications business in Europe. In addition to any other
remedies ART may have at law or in equity, in the event Mr.
--------------------------------------------------------------------------------
Page 2
▇▇▇▇▇▇▇▇▇▇▇ violates this non-compete provision, ART shall have the right to
acquire all shares owned by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ in all Companies at the per share
basis cost.
12. ART agrees, for a period of two years from the date in which it last holds
any interest in a specific Company, not to acquire an interest in or form any
company or other business entity engaging in broadband wireless fixed
terrestrial communications business in the country of incorporation (or
countries of authorized service, if other than the country of incorporation) of
such Company. This non-compete provision shall not apply with regard to any
Company in which ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ does not hold an ownership interest.
13. This Agreement shall amend the Consulting Agreement between ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
and ART with respect to the assignment of shares of companies formed with the
assistance of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇. To the extent there are any conflicts between
this Agreement and the Consulting Agreement, this Agreement shall prevail.
14. This Agreement shall be governed by the law of State of Washington, USA.
SIGNED AND AGREED TO AS OF THE DATE ABOVE FIRST WRITTEN:
Advanced Radio Technologies, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------- ------------------------------
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Chairman and C.E.O.
--------------------------------------------------------------------------------
Page 3
Appendix 1
Countries
For the purpose of the ART Europe Shareholders Agreement, the term "Europe"
shall mean the following countries and only the following countries:
Austria
Belgium
Denmark
Ireland
Italy
France
Finland
Germany
Greece
Luxembourg
Netherlands
Norway
Portugal
Spain
Sweden
Switzerland
United Kingdom
--------------------------------------------------------------------------------
Page 4