-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O9WU1DRkNIOezvAGmSaJI2CPsx/L0VTlOyMpOVNkrtX9gMNGCfU+VZ2PbKXE04DF ckdnuNA+Uz+L1ADFWVL4lg== 0001019056-99-000533.txt : 19990922 0001019056-99-000533.hdr.sgml : 19990922 ACCESSION NUMBER: 0001019056-99-000533 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990920 GROUP MEMBERS: ACCEL INTERNET FUND II L.P. GROUP MEMBERS: ACCEL INVESTORS '98 L.P. GROUP MEMBERS: ACCEL KEIRETSU VI L.P. GROUP MEMBERS: ACCEL VI L.P. GROUP MEMBERS: ADAMS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: ADVENT CROWN FUND II C.V. GROUP MEMBERS: ADVENT GLOBAL GECC LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT GLOBAL MANAGEMENT LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL CORPORATION GROUP MEMBERS: ADVENT INTERNATIONAL LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: ADWEST LIMITED PARTNERSHIP GROUP MEMBERS: ANSCHUTZ COMPANY GROUP MEMBERS: BESSEC VENTURES IV L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS IV L.P. GROUP MEMBERS: BRENTWOOD AFFILIATES FUND III, L.P. GROUP MEMBERS: BRENTWOOD ASSOCIATES IX, L.P. GROUP MEMBERS: COLUMBIA ARTT INVESTORS, LLC GROUP MEMBERS: COLUMBIA ARTT PARTNERS, LLC GROUP MEMBERS: COVE VENTURES, LLC GROUP MEMBERS: DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP GROUP MEMBERS: GLOBAL PRIVATE EQUITY II-EUROPE LIMITED PARTNERSHIP GROUP MEMBERS: GLOBAL PRIVATE EQUITY II-PGGM LIMITED PARTNERSHIP GROUP MEMBERS: MERITECH CAPITAL AFFILIATES L.P. GROUP MEMBERS: MERITECH CAPITAL PARTNERS L.P. GROUP MEMBERS: OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAKSTONE VENTURES LIMITED PARTNERSHIP GROUP MEMBERS: PHILIP F. ANSCHUTZ GROUP MEMBERS: QWEST COMMUNICATIONS CORPORATION GROUP MEMBERS: QWEST COMMUNICATIONS INTERNATIONAL INC GROUP MEMBERS: QWEST COMMUNICATIONS INTERNATIONAL INC. GROUP MEMBERS: QWEST CORPORATION GROUP MEMBERS: U.S. TELESOURCE, INC. GROUP MEMBERS: WORLDVIEW STRATEGIC PARTNERS II, L.P. GROUP MEMBERS: WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. GROUP MEMBERS: WORLDVIEW TECHNOLOGY PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED RADIO TELECOM CORP CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49879 FILM NUMBER: 99714190 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4256888700 MAIL ADDRESS: STREET 1: 500 108TH AVENUE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 SC 13D 1 FORM SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) ADVANCED RADIO TELECOM CORP. ---------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE ----------------------------- (Title of Class of Securities) 0075-4U-101 ----------- (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 8, 1999 ----------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 229 Pages) - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 2 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Oak Investment Partners VIII, Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 3,493,470 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 3 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Oak VIII Affiliate Fund, Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 67,660 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 4 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MeriTech Capital Partners L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 2,190,090 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 5 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MeriTech Capital Affiliates L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 35,610 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 6 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Accel VI L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,087,030 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 7 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Accel Internet Fund II L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 138,880 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 8 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Accel Keiretsu VI L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 17,360 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 9 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Accel Investors '98 L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 92,140 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 10 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Brentwood Associates IX, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,295,360 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 11 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Brentwood Affiliates Fund III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 40,060 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 12 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Worldview Technology Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 990,250 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 13 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Worldview Technology International II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 303,140 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 14 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Worldview Strategic Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 42,040 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 15 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Bessemer Venture Partners IV L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 267,080 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 16 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Bessec Ventures IV L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 178,060 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 17 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Cove Ventures, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 267,080 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 18 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Adams Capital Management, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 267,080 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 19 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Columbia ARTT Investors, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 890,280 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 20 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Columbia ARTT Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 890,280 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 21 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II-Europe Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 89,030 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 22 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II-PGGM Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 222,570 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 23 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Digital Media and Communications II Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 192,300 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 24 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Oakstone Ventures Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 137,380 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 25 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Crown Fund II C.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 137,380 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 26 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Adwest Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 35,610 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 27 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Global GECC Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 890,280 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 28 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 61,524(1) BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 137,554(2) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,407,594* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - ------------- (1) Represents shares of Common Stock previously acquired, none of which are subject to the Purchase Agreement, Stockholders Agreement or Standstill Agreement (each as defined below). (2) Includes shares described in previous footnote. - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 29 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,258,780(3) BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 2,963,330(4) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,604,850* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - ------------- (3) Represents shares of Common Stock beneficially owned by Global Private Equity II Limited Partnership (see Item 5 of the text below), none of which are subject to the Purchase Agreement, Stockholders Agreement or Standstill Agreement (each as defined below). (4) Includes shares described in previous footnote. - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 30 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,321,511(5) BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 3,100,884(6) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,667,581* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, IA - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - ------------- (5) Represents 1,258,780 shares of Common Stock beneficially owned by Global Private Equity II Limited Partnership, 61,524 shares of common stock held by Advent Partners Limited Partnership and 1,207 shares of common stock owned by Advent International Investors II Limited Partnership (see Item 5 of the text below), none of which are subject to the Purchase Agreement, Stockholders Agreement or Standstill Agreement (each as defined below). (6) Includes shares described in previous footnote. - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 31 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Global Management Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 890,280 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 32 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Qwest Communications Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 33 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Qwest Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Colorado - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 34 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Qwest Communications International Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 35 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Anschutz Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 36 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Philip F. Anschutz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW - -------------------------- ------------------------ CUSIP NO. 0075-4U-101 13D Page 37 of 229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) U.S. Telesource, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 22,346,070* REPORTING PERSON ------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,012,540 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,346,070* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE ITEM 4 OF TEXT BELOW Page 38 of 229 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.001 par value ("Common Stock") of Advanced Radio Telecom Corp., a Delaware corporation (the "Company"), which has its principal executive offices at 500 108th Avenue NE, Suite 2600, Bellevue, Washington 98004. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Oak Investment Partners VIII, Limited Partnership ("OIP"), Oak VIII Affiliate Fund, Limited Partnership ("OAF") (OIP and OAF together being hereinafter referred to as "Oak"), MeriTech Capital Partners L.P. ("Cap"), MeriTech Capital Affiliates L.P. ("Affiliates") (Cap and Affiliates together being hereinafter referred to as "MeriTech"), Accel VI L.P. ("Accel VI"), Accel Internet Fund II L.P. ("Accel Internet"), Accel Keiretsu VI L.P. ("Accel Keiretsu"), Accel Investors '98 L.P. ("Accel Investors"), Brentwood Associates IX, L.P. ("Brentwood IX"), Brentwood Affiliates Fund III, L.P. ("Brentwood III"), Worldview Technology Partners II, L.P. ("WTP"), Worldview Technology International II, L.P. ("WTI"), Worldview Strategic Partners II, L.P. ("WSP") (WTP, WTI and WSP collectively being hereinafter referred to as "Worldview"), Bessemer Venture Partners IV L.P. ("Bessemer"), Bessec Ventures IV L.P. ("Bessec"), Cove Ventures LLC ("CoveVentures"), Adams Capital Management, L.P. ("Adams Capital"), Columbia ARTT Investors, LLC ("Columbia Investors"), Columbia ARTT Partners, LLC ("Columbia Partners") (Columbia Investors and Columbia Partners together being hereinafter referred to as "Columbia"), Global Private Equity II-Europe Limited Partnership ("GPEII Europe"), Global Private Equity II-PGGM Limited Partnership ("GPEIIPGGM"), Digital Media & Communications II Limited Partnership ("Digital"), Oakstone Ventures Limited Partnership ("Oakstone"), Advent Crown Fund II C.V. ("Advent Crown"), Adwest Limited Partnership ("Adwest"), Advent Global GECC Limited Partnership ("Advent Global"), Advent Partners Limited Partnership ("Advent Partners"), Advent International Limited Partnership ("Advent International"), Advent International Corporation ("Advent Corporation"), Advent Global Management Limited Partnership ("Advent Partnership") (Advent Crown, Adwest, GPEII-Europe, GPEIIPGGM, Digital, Advent Global, Oakstone, Advent Partners, Advent International, Advent Corporation and Advent Partnership collectively being hereinafter referred to as "Advent"), U.S. Telesource, Inc. ("USTI"), Qwest Corporation ("QC"), Qwest Communications Corporation ("QCC"), Qwest Communications International Inc. ("QCI"), Anschutz Company ("AC") and Philip F. Anschutz ("Anschutz"), all of whom collectively are sometimes hereinafter referred to as the "Reporting Persons." OIP is a Delaware limited partnership with its principal and business address at 525 University Avenue, Suite 1300, Palo Alto, California 94301. The principal business of OIP is venture capital investment. OAF is a Delaware limited partnership with its principal and business address at 525 University Avenue, Suite 1300, Palo Alto, California 94301. The principal business of OAF is venture capital investment. Page 39 of 229 Cap is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Cap is venture capital investment. Affiliates is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Affiliates is venture capital investment. Accel VI is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Accel VI is venture capital investment. Accel Internet is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Accel Internet is venture capital investment. Accel Keiretsu is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Accel Keiretsu is venture capital investment. Accel Investors is a Delaware limited partnership with its principal and business address at 428 University Avenue, Palo Alto, California 94301. The principal business of Accel Investors is venture capital investment. Brentwood IX is a Delaware limited partnership with its principal and business address at 3000 Sand Hill Road, Building 1, Suite 260, Menlo Park, California 94025. The principal business of Brentwood IX is venture capital investment. Brentwood III is a Delaware limited partnership with its principal and business address at 3000 Sand Hill Road, Building 1, Suite 260, Menlo Park, California 94025. The principal business of Brentwood III is venture capital investment. WTP is a Delaware limited partnership with its principal and business address at 435 Tasso, Suite 120, Palo Alto, California 94301. The principal business of WTP is venture capital investment. WTI is a Delaware limited partnership with its principal and business address at 435 Tasso, Suite 120, Palo Alto, California 94301. The principal business of WTI is venture capital investment. WSP is a Delaware limited partnership with its principal and business address at 435 Tasso, Suite 120, Palo Alto, California 94301. The principal business of WSP is venture capital investment. Page 40 of 229 Bessemer is a Delaware limited partnership with its principal and business address at 1400 Old Country Road, Suite 407, Westbury, New York 11590. The principal business of Bessemer is venture capital investment. Bessec is a Delaware limited partnership with its principal and business address at 1400 Old Country Road, Suite 407, Westbury, NY 11590. The principal business of Bessec is venture capital investment. CoveVentures is a limited liability company formed under the laws of the State of Delaware with its principal and business address at 1013 Cove Road, Mamaroneck, New York 10543. The principal business of CoveVentures is venture capital investment. Adams Capital is a Pennsylvania limited partnership with its principal and business address at 518 Broad Street, Sewickley, Pennsylvania 15143. The principal business of Adams Capital is venture capital investment. Columbia Investors is a limited liability company formed under the laws of the State of Virginia with its principal and business address at 201 North Union Street, Suite 300, Alexandria, Virginia 22314. The principal business of Columbia Investors is venture capital investment. Columbia Partners is a limited liability company formed under the laws of the State of Virginia with its principal and business address at 201 North Union Street, Suite 300, Alexandria, Virginia 22314. The principal business of Columbia Partners is venture capital investment. GPEII-Europe is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of GPEII-Europe is private equity investment. GPEIIPGGM is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of GPEIIPGGM is private equity investment. Digital is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Digital is private equity investment. Advent Corporation is a Delaware corporation with its principal and business address at 75 State Street, Boston, Massachusetts 02109. Advent Corporation is an investment advisory firm. Advent Corporation is the General Partner of Advent Partners and Advent International, which is in turn the general partner of GPEII Europe, Digital, Oakstone, Advent Crown, Adwest, GPEIIPGGM, and Advent Partnership, which is in turn the general partner of Advent Global. The principal business of Advent Corporation is private equity investments. Advent International is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. Advent International is the general partner of GPEII Europe, Digital, Oakstone, Advent Crown, Adwest, GPEIIPGGM and Advent Page 41 of 229 Partnership, which is in turn the general partner of Advent Global. The principal business of Advent International is private equity investments. Advent Partnership is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. Advent Partnership is the general partner of Advent Global. The principal business of Advent Partnership is private equity investments. Oakstone is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Oakstone is private equity investment. Advent Crown is a Netherlands limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Advent Crown is private equity investment. Adwest is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Adwest is private equity investments. Advent Global is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Advent Global is private equity investments. Advent Partners is a Delaware limited partnership with its principal and business address at 75 State Street, Boston, Massachusetts 02109. The principal business of Advent Partners is private equity investments. USTI is a Delaware corporation and a direct wholly owned subsidiary of QCC. QC is a Colorado Corporation and a direct fully owned subsidiary of QCI. QCC is a Delaware corporation and a direct wholly owned subsidiary of QC. QCI is a publicly-traded Delaware corporation. AC is the beneficial owner of approximately 39% of the outstanding shares of QCI. Anschutz is the beneficial owner of 100% of the capital stock of AC. USTI's, QCC's, QCI's, AC's and Anschutz's principal and business address is 555 17th Street, Denver, Colorado 80202. The principal business of USTI is to acquire and hold securities and other investment assets. The principal business of QCC and QCI is providing voice, image and data communications. The principal business of AC and Anschutz is railroad transportation, communications, natural resources, real estate and sports entertainment. The Reporting Persons may constitute a "group" for purposes of Regulation 13D-G promulgated under the Securities Exchange Act of 1934. The name, state or other place of organization, principal business, address of principal business and address of principal office of each of the persons enumerated in Instruction C with respect to the Reporting Persons (collectively, the "Control Parties") that is a corporation, general partnership, limited partnership, syndicate or other group of persons is as set forth in Exhibit B hereto, and the name, residence or business address, present principal occupation or employment, Page 42 of 229 the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each of the Control Parties that is a natural person is as set forth on Exhibit B. None of the Reporting Persons or the Control Parties has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate amount of funds used in making the purchase of the Series A Shares (as defined in Item 4 below) is $251 million. USTI obtained its portion of such funds from one of its affiliates. Each of the other Reporting Persons that purchased Series A Shares obtained its portion of such funds from other sources. ITEM 4. PURPOSE OF TRANSACTION On September 9, 1999, the Reporting Persons other than Advent International, Advent Corporation, Advent Partnership, QCC, QC, QCI, AC and Anschutz (such Reporting Persons being collectively referred to herein as the "Purchasers") purchased, in the aggregate, 2,234,607 shares of the Company's Series A Convertible Preferred Stock (the "Series A Shares") pursuant to that certain Preferred Stock Purchase Agreement dated as of June 1, 1999 (the "Purchase Agreement") by and among the Company and the Purchasers, a copy of which is attached hereto as Exhibit C. Each Series A Share is convertible into 10 shares of Common Stock at any time at the option of the holder thereof. The number of shares of Common Stock beneficially owned by each of the Reporting Persons by virtue of their beneficial ownership of Series A Shares, on an as-converted basis, is indicated in the table of beneficial ownership of Common Stock set forth in Item 5(a). Each Purchaser also acquired shares of Series B Non-Voting Preferred Stock of the Company (the "Series B Shares") (the Series A Shares and Series B Shares being collectively hereinafter referred to as the "Shares"). Advent Corporation, Advent International and Advent Partners, who acquired beneficial ownership of 1,780,580 shares of Common Stock, 1,704,550 shares of Common Stock and 76,030 shares of Common Stock, respectively, pursuant to their acquisition of Series A Shares pursuant to the Purchase Agreement, separately also hold 1,321,511 shares of Common Stock, 1,258,780 shares of Common Stock and 61,524 shares of Common Stock, respectively. This statement relates to the acquisition of beneficial ownership of the Common Stock into which the Series A Shares may be converted and beneficial ownership of the Common Stock held separately by Advent Corporation, Advent International and Advent Partners. Pursuant to the terms of the Purchase Agreement, the Company has agreed to take all necessary action to cause a nominee of USTI and a nominee of Oak to be added to the Board of Directors of the Company. So long as USTI has not sold or transferred more than three-quarters of the number of Shares purchased by USTI under the Purchase Agreement or three-quarters of Page 43 of 229 the common shares of the Company into which the Shares are convertible, USTI will retain the right to nominate one director for each regular election of the Company's board of directors. So long as the Purchasers (other than Columbia, Advent and USTI) have not sold or transferred more than three-quarters of the number of Shares purchased by the Purchasers (other than Columbia, Advent and USTI) under the Purchase Agreement or three-quarters of the common shares of the Company into which the Shares are convertible, Oak will retain the right to nominate one person for director at each regular election of the Company's board of directors. In connection with the Purchase Agreement, the Purchasers entered into a Stockholders Agreement dated as of June 1, 1999 (the "Stockholders Agreement"), attached hereto as Exhibit D. Pursuant to the Stockholders Agreement, each Purchaser agreed to vote its Series A Shares to elect the nominee of USTI and the nominee of Oak to the Board of Directors of the Company. Furthermore, each Purchaser other than Columbia and Advent agreed to vote its Series A Shares as to all other matters as Oak and USTI jointly direct. However, the Stockholders Agreement provides that if Oak and USTI are unable to agree as to how to vote on any matter, each Purchaser is free to vote its Series A Shares in its discretion. The Stockholders Agreement further provides that if USTI transfers to any person other than any of its affiliates more than 50% of the number of Shares acquired by Oak, MeriTech and Worldview under the Purchase Agreement, each Purchaser other than Columbia and Advent shall vote its Series A Shares as Oak directs, and that if Oak, MeriTech or Worldview, individually or in the aggregate, transfer to any person other than any of their respective affiliates more than 50% of the number of Shares acquired by USTI under the Purchase Agreement, each Purchaser other than Columbia and Advent shall vote its Series A Shares as USTI directs. The Stockholders Agreement also sets forth certain restrictions on the ability of the Purchasers to transfer their Series A Shares. Up until such time as the Series A Shares are automatically converted into common stock of the Company (which automatic conversion will occur (a) upon a public offering of the Company yielding at least $75,000,000 in proceeds at a price per share of $18.00, (b) on the first date after June 2001 on which the closing price of the Company's common stock has exceeded $18.00 per share for at least 30 of 40 consecutive trading days, (c) upon the approval of the holders of two-thirds of the Series A Shares or (d) upon the conversion into common stock of the Company or Series C Junior Preferred Stock of the Company of seventy-five percent of the Shares), none of the Purchasers may transfer their Series A Shares except to their affiliates or by way of distribution to their limited partners, and except for transfers registered pursuant to and in compliance with the Registration Rights Agreement (described in Item 6 below). Each Purchaser that is a limited partnership also agreed not to transfer any Series A Shares to its limited partners prior to the date on which directors are elected at the Company's 2000 annual meeting of stockholders. The Purchasers other than Columbia and Advent and the Company also entered into a Standstill Agreement dated as of June 1, 1999 (the "Standstill Agreement"), attached hereto as Exhibit E. The Standstill Agreement will remain in effect until the earlier of (i) the fourth anniversary after the Purchasers have acquired the Shares under the Purchase Agreement and (ii) the date as of which neither Oak nor USTI is entitled to nominate a director to the Company's Board of Directors in accordance with the Purchase Agreement. Page 44 of 229 During the term of the Standstill Agreement, the Purchasers that are party thereto may not (i) acquire equity securities or material assets of the Company except (a) pursuant to a stock split, stock dividend, recapitalization or reclassification, (b) upon the conversion of the Series A Shares into common stock of the Company, (c) pursuant to the Rights Agreement dated as of June 20, 1997 between the Company and Bank Boston, N.A. or (d) pursuant to the "Special Stock Purchase Rights" granted in the Purchase Agreement, (ii) participate in any proxy solicitation, (iii) form, be a member of or join any group for the purpose of voting the Company's securities or acquiring the Company's securities or assets other than the group formed pursuant to the Stockholders Agreement, (iv) deposit any voting stock of the Company into a voting trust or subject any voting stock of the Company to any arrangement or agreement with respect to the voting of the Series A Shares other than the Stockholders Agreement, (v) seek to place on the Board or remove from the Board, directors other than the USTI or Oak nominees, (vi) call or seek to call a meeting of the Stockholders of the Company other than as a director or the Company, (vii) solicit, negotiate, or provide information with respect to a merger or sale of all or a substantial portion of the assets of the Company, except for Purchasers discussing proposals of third parties with the Company or (viii) instigate, encourage or assist, or enter into any discussions or arrangements with any third party to do or take any of the actions described above. The Standstill Agreement also contains certain restrictions on transfer of the Series A Shares. Until the second anniversary after the Purchasers have acquired the Shares under the Purchase Agreement, no Purchaser that is party to the Standstill Agreement may transfer any Series A Shares other than (i) to affiliates that agree to be bound by the Standstill Agreement, (ii) by way of distribution to its limited partners or former limited partners which are not affiliates of such Purchaser, (iii) in a private transfer to a person who is not an affiliate of such Purchaser and that would own less than ten percent of the total voting power of the Company, and (iii) pursuant to a public sale under Rule 144 of the Securities Act of 1933 or pursuant to the exercise of rights under the Registration Rights Agreement (described in Item 6 below). The standstill and transfer restrictions set forth in the Standstill Agreement are subject to temporary suspension in the event of (i) the commencement of a tender offer for fifty percent of the outstanding shares of voting securities of the Company, but only if the Company has not, within ten days of such commencement, publicly recommended the tender offer not be accepted, or if all of the material conditions to such offer relating to the elimination or satisfaction of the material defensive provisions established by the Company have been satisfied or waived, (ii) the Company's receipt of an acquisition proposal (as defined in the Standstill Agreement) and if the Company has not rejected the acquisition proposal within fifteen days, (iii) a Change of Control (as defined in the Standstill Agreement), (iv) a public announcement by the Company that it is "for sale," (v) the execution of a definitive agreement by the Company that would result in a Change of Control (as defined in the Standstill Agreement), (vi) the announcement, which is not publicly opposed by the Company's Board of Directors within ten days of the announcement, of the commencement of a proxy contest that would result in a majority of the directors of the Company being elected or removed, or (vii) the adoption of a plan of liquidation of the Company. The purpose of the acquisition of the Series A Shares by the Reporting Persons is to make an equity investment in the Company. In addition, in connection therewith, QCC and the Page 45 of 229 Company have entered into certain commercial arrangements pursuant to which the Company agreed to purchase certain services from QCC, co-locate equipment with QCC where desirable and jointly market its products with QCC where desirable. USTI and its affiliates have considered and continue to explore certain other strategic and/or commercial relationships with the Company, some of which may include actions of the type described in items (a) through (j) of Item 4 of Schedule 13D. While the Reporting Persons that are party to the Standstill Agreement have no present intention to take any actions that are prohibited by the standstill and transfer restrictions set forth in the Standstill Agreement, such Reporting Persons may take one or more of such actions in the event that such restrictions are suspended under the circumstances described above or upon termination of the Standstill Agreement, whether by its terms or otherwise. The summaries of the terms of the Purchase Agreement, the Standstill Agreement and the Stockholders Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits hereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The number of shares of Common Stock beneficially owned by each Reporting Person upon conversion of the Series A Shares beneficially owned by such Reporting Person, and the number of shares of Common Stock owned of record by each Reporting Person, is set forth in the table below: Page 46 of 229
NUMBER OF SHARES OF COMMON STOCK NUMBER OF SHARES OF BENEFICIALLY OWNED WITH NUMBER OF SHARES OF COMMON STOCK RESPECT TO SERIES A COMMON STOCK OWNED OF BENEFICIALLY REPORTING PERSON SHARES RECORD* OWNED - ---------------- ----------------------- --------------------- ------------------- OIP 3,493,470 22,346,070 OAF 67,660 22,346,070 Cap 2,190,090 22,346,070 Affiliates 35,610 22,346,070 Accel VI 1,087,030 22,346,070 Accel Internet 138,880 22,346,070 Accel Keiretsu 77,360 22,346,070 Accel Investors 92,140 22,346,070 Brentwood IX 1,295,360 22,346,070 Brentwood III 40,060 22,346,070 WTP 990,250 22,346,070 WTI 303,140 22,346,070 WSP 42,040 22,346,070 Bessemer 267,080 22,346,070 Bessec 178,060 22,346,070 Cove Ventures 267,080 22,346,070 Adams Capital 267,080 22,346,070 Columbia Investors 890,280 22,346,070 Columbia Partners 890,280 22,346,070 GPEII Europe 89,030 22,346,070 GPEIIPGGM 222,570 22,346,070 Digital 192,300 22,346,070 Oakstone 137,380 22,346,070 Advent Crown 137,380 22,346,070 Adwest 35,610 22,346,070 Advent Global 890,280 22,346,070 Advent Partners 76,030 61,524* 22,407,594 Advent Corporation (1) 1,780,580 1,321,511* 23,667,581 Advent International (2) 1,704,550 1,258,780* 23,604,580 Advent Partnership (3) 890,280 22,346,070 USTI 8,012,540 22,346,050 QCC 8,012,540 22,346,050 QC 8,012,540 22,346,070 QCI 8,012,540 22,346,050 AC 8,012,540 22,346,050 Anschutz 8,012,540 22,346,070
- -------------------- * Common Stock not subject to the Purchase Agreement, Stockholders Agreement or the Standstill Agreement. (1) Advent Corporation is the general partner of Advent Partners and Advent International, which is in turn the general partner of GPEII Europe, Digital, Oakstone, Advent Crown, Adwest, GPEIIPGGM, Global Private Equity II Limited Partnership, Advent International Investors II Limited Partnership and Advent Partnership, which is in turn the General Partner of Advent Global. As such, Advent Corporation has the power to vote and dispose of the securities owned by the entities in the previous sentence. The beneficial ownership of Advent Corporation derives from such power. (2) Advent International is the general partner of GPEII Europe, Digital, Oakstone, Advent Crown, Adwest, Global Private Equity II Limited Partnership, Advent International Investors II Limited Partnership, GPEIIPGGM and Advent Partnership, which is in turn the general partner of Advent Global. As such, Advent International has the power to vote and dispose of the securities owned by the aforementioned entities. The beneficial ownership of Advent International derives from such power. (3) Advent Partnership is the General Partner of Advent Global. As such, Advent Partnership has the power to vote and dispose of the securities owned by Advent Global. The beneficial ownership of Advent Partnership derives from such power. Page 47 of 229 Because the Reporting Persons may constitute a "group" for purposes of Regulation 13D-G promulgated under the Securities Exchange Act of 1934 with respect to the Series A Shares beneficially owned by them, each Reporting Person is the beneficial owner of 22,346,070 shares of Common Stock issuable upon conversion of the Series A Shares, representing 45.0% of the outstanding Common Shares. Advent Corporation, Advent International and Advent Partners beneficially own an additional 1,321,511, 1,258,780 and 61,524 shares of Common Stock, respectively, not subject to the Purchase Agreement, Stockholders Agreement or the Standstill Agreement, resulting in beneficial ownership of 47.7%, 47.5% and 45.1% of the outstanding Common Stock (including the Series A Shares on an as converted basis). NUMBER OF SHARES OF COMMON STOCK AS TO WHICH REPORTING PERSONS LISTED IN TABLE IN ITEM 5(a) ABOVE (OTHER THAN ADVENT INTERNATIONAL, ADVENT CORPORATION AND ADVENT PARTNERS) HOLD: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 22,346,070 (See Item 4 above) (iii) Sole power to dispose or to direct the disposition: See Number of Shares of Common Stock Beneficially Owned With Respect to Series A Shares set forth in table in Item 5(a) above (iv) Shared power to dispose or to direct the disposition: 0 NUMBER OF SHARES OF COMMON STOCK AS TO WHICH ADVENT INTERNATIONAL HOLDS: (i) Sole power to vote or to direct the vote: 1,258,780 (ii) Shared power to vote or to direct the vote: 22,346,070 (See Item 4 above) (iii) Sole power to dispose or to direct the disposition: 2,963,330 (iv) Shared power to dispose or to direct the disposition: 0 NUMBER OF SHARES OF COMMON STOCK AS TO WHICH ADVENT CORPORATION HOLDS: (i) Sole power to vote or to direct the vote: 1,321,511 (ii) Shared power to vote or to direct the vote: 22,346,070 (See Item 4 above) (iii) Sole power to dispose or to direct the disposition: 3,100,884 (iv) Shared power to dispose or to direct the disposition: 0 NUMBER OF SHARES OF COMMON STOCK AS TO WHICH ADVENT PARTNERS HOLDS: (i) Sole power to vote or to direct the vote: 61,524 (ii) Shared power to vote or to direct the vote: 22,346,070 (See Item 4 above) (iii) Sole power to dispose or to direct the disposition: 137,554 (iv) Shared power to dispose or to direct the disposition: 0 Page 48 of 229 TRANSACTIONS IN THE PREVIOUS 60 DAYS: To the extent that an acquisition of Series A Shares constitutes a transaction in Common Stock, the Reporting Persons effected a transaction in Common Stock when they acquired beneficial ownership of Common Stock by virtue of their acquisition of Series A Shares at the closing of the transactions contemplated by the Purchase Agreement on September 9, 1999. 2,234,607 Series A Shares were purchased directly from the issuer in a private transaction for an aggregate consideration of $251 million. ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS Not applicable. DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 4 for a description of the Purchase Agreement, the Standstill Agreement and the Stockholders Agreement, which description is incorporated herein by this reference. Each Series A Share may be converted into ten shares of the Company's common stock at any time at the option of the holder thereof. Each of the Purchasers and the Company have also entered into a Registration Rights Agreement dated as of June 1, 1999 (the "Registration Rights Agreement") pursuant to which the Purchasers are entitled to certain demand registration rights and incidental registration rights with respect to shares of the common stock of the Company into which the Shares are converted (the "Registrable Shares"). Purchasers holding in the aggregate in excess of 50% of the Registrable Shares may demand, no more than twice in any twelve-month period, that the Company register the Registrable Shares on six occasions, so long as the market value of the shares registered at any one time is at least $25 million. The Purchasers also may demand that the Company register the Registrable Shares on Form S-3 an unlimited number of times, so long as the market value of the shares registered at any one time is at least $20 million. If, at any time prior to June 1, 2004, the Company proposes to register any of its shares other than on Form S-4 or Form S-8, the Company, at the request of any Purchaser, must use its best efforts to include the common stock issuable on conversion of the Series A Shares in such registration. Page 49 of 229 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT A: Joint Filing Statement. EXHIBIT B: Name, residence or business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the Control Parties that is a natural person. EXHIBIT C: Preferred Stock Purchase Agreement EXHIBIT D: Stockholders Agreement EXHIBIT E: Standstill Agreement Page 50 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Oak Investment Partners VIII, Limited Partnership By: Oak Associates VIII, LLC Its General Partner /s/ BANDEL CARANO ------------------------------------------------- By: Bandel Carano Title: General Partner Page 51 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Oak VIII Affiliate Fund, Limited Partnership By: Oak VIII Affiliates, LLC Its General Partner /s/ BANDEL CARANO --------------------------------------------- By: Bandel Carano Title: General Partner Page 52 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 MeriTech Capital Partners, L.P. By: MeriTech Capital Associates LLC Its General Partner By: MeriTech Management Associates LLC A managing member By: /s/ PAUL MADERA ----------------------------------- Paul Madera, a managing member Page 53 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 MeriTech Capital Affiliates L.P. By: MeriTech Capital Associates L.L.C. Its General Partner By: MeriTech Management Associates L.L.C. A managing member By: /s/ PAUL MADERA -------------------------------------- Paul Madera, a managing member Page 54 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Accel VI L.P. By: Accel VI Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI ------------------------------- By: G. Carter Sednaoui Title: Managing Member Page 55 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Accel Internet Fund II L.P. By: Accel Internet Fund II Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI --------------------------------------------- By: G. Carter Sednaoui Title: Managing Member Page 56 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Accel Keiretsu VI L.P. By: Accel Keiretsu VI Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI ---------------------------------------- By: G. Carter Sednaoui Title: Managing Member Page 57 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Accel Investors '98 L.P. /s/ G. CARTER SEDNAOUI --------------------------- By: G. Carter Sednaoui Title: Managing Member Page 58 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Brentwood Associates IX, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner /s/ JOHN L. WALECKA ---------------------------------- By: John L. Walecka Title: Managing Member Page 59 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Brentwood Affiliates Fund III, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner /s/ JOHN L. WALECKA ----------------------------------- By: John L. Walecka Title: Managing Member Page 60 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Worldview Technology Partners II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI -------------------------------------- By: James Wei Title: Member Page 61 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Worldview Technology International II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI ------------------------------------------ By: James Wei Title: Member Page 62 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Worldview Strategic Partners II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI ------------------------------------- By: James Wei Title: Member Page 63 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Bessemer Venture Partners IV L.P. By: Deer IV & Co. LLC Its General Partner /s/ ROBERT H. BUESCHER --------------------------------- By: Robert H. Buescher Title: Manager Page 64 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Bessec Ventures IV L.P. By: Deer IV & Co. LLC Its General Partner /s/ ROBERT H. BUESCHER --------------------------- By: Robert H. Buescher Title: Manager Page 65 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Cove Ventures, LLC By: Cove Road Associates, LLC Its Managing Member /s/ ROBERT H. BUESCHER ----------------------------------- By: Robert H. Buescher Title: Manager Page 66 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Adams Capital Management, L.P. /s/ JOEL P. ADAMS ------------------------------------ By: Joel P. Adams Title: General Partner Page 67 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Columbia Capital ARTT Investors, LLC By: Columbia Capital, L.L.C. Its Managing Member /s/ DONALD A. DOERING ------------------------------------ By: Donald A. Doering Title: CFO Page 68 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Columbia Capital ARTT Partners, LLC By: Columbia Capital, L.L.C. Its Managing Member /s/ DONALD A. DOERING ----------------------------------- By: Donald A. Doering Title: CFO Page 69 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHIP ADVENT CROWN FUND II C.V. ADWEST LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT GLOBAL MANAGEMENT LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* Page 70 of 229 ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL CORPORATION By: Janet L. Hennessy, Vice President* *For all of the above: /s/ JANET L. HENNESSY ---------------------------------------- Janet L. Hennessy, Vice President Page 71 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 U.S. Telesource, Inc. /s/ MARC B. WEISBERG ------------------------------ By: Marc B. Weisberg Title: President and Chief Executive Officer Page 72 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Qwest Communications Corporation /s/ MARC B. WEISBERG ------------------------------ By: Marc B. Weisberg Title: Senior Vice President, Corporate Development Page 73 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Qwest Corporation /s/ DRAKE S. TEMPEST -------------------------------- By: Drake S. Tempest Title: Executive Vice President and Counsel Page 74 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Qwest Communications International Inc. /s/ DRAKE S. TEMPEST --------------------------------------- By: Drake S. Tempest Title: Executive Vice President and General Counsel Page 75 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Anschutz Company /s/ PHILIP F. ANSCHUTZ ------------------------------------------- By: Philip F. Anschutz Title: Chairman and Chief Executive Officer Page 76 of 229 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 16, 1999 Philip F. Anschutz /s/ PHILIP F. ANSCHUTZ --------------------------- EX-1.A 2 EXHIBIT A Page 77 of 229 EXHIBIT A JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each of them will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but will not be responsible for the completeness and accuracy of the information concerning the others of them, except to the extent that it knows or has reason to believe that such information is inaccurate. September 16, 1999 Oak Investment Partners VIII, Limited Partnership By: Oak Associates VIII, LLC Its General Partner /s/ BANDEL CARANO ------------------------------------------------- By: Bandel Carano Title: General Partner Page 78 of 229 Oak VIII Affiliate Fund, Limited Partnership By: Oak VIII Affiliates, LLC Its General Partner /s/ BANDEL CARANO -------------------------------------------- By: Bandel Carano Title: General Partner Page 79 of 229 MeriTech Capital Partners L.P. By: MeriTech Capital Associates L.L.C. its General Partner By: MeriTech Management Associates L.L.C. a managing member By: /s/ PAUL MADERA ----------------------------------------- Paul Madera, a managing member MeriTech Capital Affiliates L.P. By: Meritech Capital Associates L.L.C. its General Partner By: MeriTech Management Associates L.L.C. a managing member By: /s/ PAUL MADERA ----------------------------------------- Paul Madera, a managing member Page 80 of 229 Accel VI L.P. By: Accel VI Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI ------------------------------ By: G. Carter Sednaoui Title: Managing Member Page 81 of 229 Accel Internet Fund II L.P. By: Accel Internet Fund II Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI -------------------------------------------- By: G. Carter Sednaoui Title: Managing Member Page 82 of 229 Accel Keiretsu VI L.P. By: Accel Keiretsu VI Associates L.L.C. Its General Partner /s/ G. CARTER SEDNAOUI --------------------------------------- By: G. Carter Sednaoui Title: Managing Member Page 83 of 229 Accel Investors '98 L.P. /s/ G. CARTER SEDNAOUI ------------------------ By: G. Carter Sednaoui Title: Managing Member Page 84 of 229 Brentwood Associates IX, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner /s/ JOHN L. WALECKA --------------------------------- By: John L. Walecka Title: Managing Member Page 85 of 229 Brentwood Affiliates Fund III, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner /s/ JOHN L. WALECKA ----------------------------------- By: John L. Walecka Title: Managing Member Page 86 of 229 Worldview Technology Partners, II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI --------------------------------------- By: James Wei Title: Member Page 87 of 229 Worldview Technology International, II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI -------------------------------------------- By: James Wei Title: Member Page 88 of 229 Worldview Strategic Partners, II, L.P. By: Worldview Capital II, L.P. Its General Partner By: Worldview Equity I, L.L.C. Its General Partner /s/ JAMES WEI -------------------------------------------- By: James Wei Title: Member Page 89 of 229 Bessemer Venture Partners IV L.P. By: Deer IV & Co. LLC Its General Partner /s/ ROBERT H. BUESCHER -------------------------------------------- By: Robert H. Buescher Title: Manager Page 90 of 229 Bessec Ventures IV L.P. By: Deer IV & Co. LLC Its General Partner /s/ ROBERT H. BUESCHER -------------------------------------------- By: Robert H. Buescher Title: Manager Page 91 of 229 Cove Ventures, LLC By: Cove Road Associates, LLC Its Managing Member /s/ ROBERT H. BUESCHER ------------------------------------- By: Robert H. Buescher Title: Attorney-in-fact Page 92 of 229 Adams Capital Management, L.P. /s/ JOEL P. ADAMS ------------------------------ By: Joel P. Adams Title: General Partner Page 93 of 229 Columbia Capital ARTT Investors, LLC By: Columbia Capital, L.L.C. Its Managing Member /s/ DONALD A. DOERING ------------------------------------ By: Donald A. Doering Title: CFO Page 94 of 229 Columbia Capital ARTT Partners, LLC By: Columbia Capital, L.L.C. Its Managing Member /s/ DONALD A. DOERING ----------------------------------- By: Donald A. Doering Title: CFO Page 95 of 229 GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHIP ADVENT CROWN FUND II C.V. ADWEST LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT GLOBAL MANAGEMENT LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* Page 96 of 229 ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL CORPORATION By: Janet L. Hennessy, Vice President* *For all of the above: /s/ JANET L. HENNESSY ---------------------------------------- Janet L. Hennessy, Vice President Page 97 of 229 U.S. Telesource, Inc. /s/ MARC B. WEISBERG --------------------------------------------- By: Marc B. Weisberg Title: President and Chief Executive Officer Page 98 of 229 Qwest Communications Corporation /s/ MARC B. WEISBERG ---------------------------------------------------- By: Marc B. Weisberg Title: Senior Vice President, Corporate Development Page 99 of 229 Qwest Corporation /s/ DRAKE S. TEMPEST -------------------------------- By: Drake S. Tempest Title: Executive Vice President and General Counsel Page 100 of 229 Qwest Communications International Inc. /s/ DRAKE S. TEMPEST -------------------------------- By: Drake S. Tempest Title: Executive Vice President and General Counsel Page 101 of 229 Anschutz Company /s/ PHILIP F. ANSCHUTZ ------------------------------------------- By: Philip F. Anschutz Title: Chairman and Chief Executive Officer Page 102 of 229 Philip F. Anschutz /s/ PHILIP F. ANSCHUTZ -------------------------------------------- EX-1.B 3 EXHIBIT B
Page 103 of 229 EXHIBIT B Control Parties for Each Reporting Person Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- OIP General Partner Oak Investment partners VIII, Limited Frederic W. Harman U.S. Partnership 525 University Avenue 525 University Avenue Suite 1300 Suite 1300 Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Bandel L. Carano U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment Edward F. Glassmeyer U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment Ann Lamont U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment
Page 104 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Gerald Gallagher U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment OAF - --- Frederic W. Harman U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Ste 1300 Palo Alto, CA 94301 Venture Capital Investment Bandel L. Carano U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment Edward F. Glassmeyer U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment
Page 105 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Ann Lamont U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Ste 1300 Palo Alto, CA 94301 Venture Capital Investment Gerald Gallagher U.S. General Partner 525 University Avenue Oak Investment partners VIII, Limited Suite 1300 Partnership Palo Alto, CA 94301 525 University Avenue Suite 1300 Palo Alto, CA 94301 Venture Capital Investment CAP - --- MeriTech Capital Associates LLC Delaware General Partner 428 University Avenue MeriTech Capital Partners, L.P. Palo Alto, CA 94301 428 University Avenue Palo Alto, California 94301 Venture Capital Management MeriTech Management Associates, LLC Delaware Managing Member 428 University Avenue MeriTech Capital Associates LLC Palo Alto, CA 94301 428 University Avenue Palo Alto, CA 94301 Venture Capital Management Paul S. Madera U.S. Managing Member 428 University Avenue MeriTech Capital Associates LLC Palo Alto, CA 94301 428 University Avenue Palo Alto, CA 94301 Venture Capital Management
Page 106 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Michael B. Gordon U.S. Managing Member 428 University Avenue MeriTech Capital Associates LLC Palo Alto, CA 94301 428 University Avenue Palo Alto, CA 94301 Venture Capital Management AFFILIATES - ---------- MeriTech Capital Associates LLC Delaware General Partner 428 University Avenue MeriTech Capital Partners, L.P. Palo Alto, CA 94301 428 University Avenue Palo Alto, California 94301 Venture Capital Management Management Member Delaware Managing Member MeriTech Capital Associates LLC MeriTech Capital Associates LLC 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Management Venture Capital Management ACCEL VI - -------- Accel VI Associates L.L.C. Delaware General Partner c/o Accel Partners Accel VI L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Arthur C. Patterson U.S. Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment ACP Family Partnership L.P. California Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment
Page 107 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- James R. Swartz U.S. Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James W. Breyer U.S. Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment The Breyer 1995 Trust dated 10/4/95 California Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Swartz Family Partnership L.P. Delaware Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment J. Peter Wagner U.S. Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment G. Carter Sednaoui U.S. Managing Member c/o Accel Partners Accel VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment
Page 108 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- ACCEL INTERNET - -------------- Accel Internet Fund II Associates L.L.C. Delaware General Partner c/o Accel Partners Accel Internet Fund L.P. II 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Arthur C. Patterson U.S. Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James R. Swartz U.S. Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James W. Breyer U.S. Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Swartz Family Partnership L.P. Delaware Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment J. Peter Wagner U.S. Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment
Page 109 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- G. Carter Sednaoui U.S. Managing Member c/o Accel Partners Accel Internet Fund II Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment ACCEL KEIRETSU - -------------- Accel Keiretsu VI Associates L.L.C. Delaware General Partner c/o Accel Partners Accel Keiretsu VI L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment Arthur C. Patterson U.S. Managing Member c/o Accel Partners Accel Keiretsu VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James R. Swartz U.S. Managing Member c/o Accel Partners Accel Keiretsu VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James W. Breyer U.S. Managing Member c/o Accel Partners Accel Keiretsu VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment J. Peter Wagner U.S. Managing Member c/o Accel Partners Accel Keiretsu VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment
Page 110 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- G. Carter Sednaoui U.S. Managing Member c/o Accel Partners Accel Keiretsu VI Associates L.L.C. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment ACCEL INVESTORS - --------------- Arthur C. Patterson U.S. General Partner c/o Accel Partners Accel Investors '98 L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James R. Swartz U.S. General Partner c/o Accel Partners Accel Investors '98 L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment James W. Breyer U.S. General Partner c/o Accel Partners Accel Investors '98 L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment J. Peter Wagner U.S. General Partner c/o Accel Partners Accel Investors '98 L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment G. Carter Sednaoui U.S. General Partner c/o Accel Partners Accel Investors '98 L.P. 428 University Avenue 428 University Avenue Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Investment
Page 111 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- BRENTWOOD IX - ------------ Brentwood IX Ventures, L.L.C. U.S. General Partner 3000 Sand Hill Road Brentwood Associates IX, L.P. Bldg. 1, Suite 260 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Menlo Park, CA 94025 Venture Capital Investment Jeffrey D. Brody U.S. General Partner 3000 Sand Hill Road Brentwood Associates IX, L.P. Bldg. 1, Suite 260 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Menlo Park, CA 94025 Venture Capital Investment John L. Walecka U.S. General Partner 3000 Sand Hill Road Brentwood Associates IX, L.P. Bldg. 1, Suite 260 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Menlo Park, CA 94025 Venture Capital Investment Brian G. Atwood U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. Bldg. 1, Suite 260 General Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Venture Capital Investment William J. Link U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. Bldg. 1, Suite 260 General Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Venture Capital Investment
Page 112 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Ross A. Jaffe U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. Bldg. 1, Suite 260 General Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road, Bldg. 1, Suite 260 Menlo Park, CA 94025 Venture Capital Investment G. Bradford Jones U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. Menlo Park, CA 94025 General Partner Brentwood Venture Capital 525 University Avenue Ste 1300 Palo Alto, CA 94301 Venture Capital Investment BRENTWOOD III - ------------- Brentwood IX Ventures, L.L.C. U.S. General Partner 3000 Sand Hill Road Brentwood Affiliates Fund III, L.P. Bldg 1, Suite 260 3000 Sand Hill Road Menlo Park, CA 94025 Menlo Park, CA 94025 Venture Capital Investment Jeffrey D. Brody U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and Bldg 1, Suite 260 General Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment John L. Walecka U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and General Bldg 1, Suite 260 Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment
Page 113 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Brian G. Atwood U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and Bldg 1, Suite 260 General Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment William J. Link U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and General Bldg 1, Suite 260 Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment Ross A. Jaffe U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and General Bldg 1, Suite 260 Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment G. Bradford Jones U.S. Managing Member 3000 Sand Hill Road Brentwood IX Ventures, L.L.C. and General Bldg 1, Suite 260 Partner Menlo Park, CA 94025 Brentwood Venture Capital 3000 Sand Hill Road Menlo Park, CA 94025 Venture Capital Investment
Page 114 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- WTP - --- Worldview Capital II, L.P. Delaware General Partner 435 Tasso, Suite 120 Worldview Technology Partners II, L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Investment James Wei Canadian Worldview Technology Partners II, L.P. 435 Tasso, Suite 120 and Chief Technology Officer Palo Alto, CA 94301 Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Michael Orsak U.S. General Partner 435 Tasso, Suite 120 Worldview Technology Partners II, L.P. Palo Alto, CA 94301 and President Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital John Boyle U.S. General Partner 435 Tasso, Suite 120 Worldview Technology Partners II, L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Susumu Tanaka Japanese General Partner 435 Tasso, Suite 120 General Partner Palo Alto, CA 94301 Worldview Technology Partners II, L.P. 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital
Page 115 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- WTI - --- Worldview Capital II, L.P. Delaware General Partner 435 Tasso, Suite 120 Worldview Technology Partners II, L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Investment James Wei Canadian General Partner 435 Tasso, Suite 120 Worldview Capital II, L.P. and Chief Palo Alto, CA 94301 Technology Officer Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Michael Orsak U.S. General Partner Worldview Capital II, 435 Tasso, Suite 120 L.P. and President Palo Alto, CA 94301 Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital John Boyle U.S. General Partner Worldview Capital II, 435 Tasso, Suite 120 L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Susumu Tanaka Japanese General Partner Worldview Capital II, 435 Tasso, Suite 120 L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital
Page 116 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- WSP - --- Worldview Capital II, L.P. Delaware General Partner 435 Tasso, Suite 120 Worldview Technology Partners II, L.P. Palo Alto, CA 94301 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Investment James Wei Canadian General Partner Worldview Capital II, 435 Tasso, Suite 120 L.P. and Chief Technology Officer Palo Alto, CA 94301 Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital Michael Orsak U.S. General Partner Worldview Capital II, L.P. and 435 Tasso, Suite 120 Vice President Palo Alto, CA 94301 Worldview Management Corporation 435 Tasso, Suite 120 Palo Alto, CA 94301 Venture Capital John Boyle U.S. General Partner Worldview Capital II, L.P. 435 Tasso, Suite 120 435 Tasso, Suite 120 Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital Susumu Tanaka Japanese General Partner Worldview Capital II, L.P. 435 Tasso, Suite 120 435 Tasso, Suite 120 Palo Alto, CA 94301 Palo Alto, CA 94301 Venture Capital
Page 117 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- BESSEMER - -------- Deer IV & Co. LLC Delaware General Partner 1400 Old Country Road Bessemer Venture Suite 407 Partner IV L.P. Westbury, NY 11590 1400 Old Country Road Suite 407 Westbury, NY 11590 Venture Capital Investment William T. Burgin U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 83 Walnut Street Westbury, NY 11590 Wellesley Hills, MA 02481 Venture Capital Investment Robert H. Buescher U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 1400 Old Country Road Westbury, NY 11590 Suite 407 Westbury, NY 11590 Venture Capital Investment David J. Cowan U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 1400 Old Country Road Westbury, NY 11590 Suite 407 Westbury, NY 11590 Venture Capital Investment G. Felda Hardymon U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 1400 Old Country Road Westbury, NY 11590 Suite 407 Westbury, NY 11590 Venture Capital Investment
Page 118 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Christopher F.O. Gabrieli U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 83 Walnut Street Westbury, NY 11590 Wellesley Hills, MA 02481 Venture Capital Investment Robi L. Soni U.S. Manager 1400 Old Country Road Deer IV & Co. LLC Suite 407 83 Walnut Street Westbury, NY 11590 Wellesley Hills, MA 02481 Venture Capital Investment Robert P. Goodman U.S. Member, Deer IV & Co. LLC 1400 Old Country Road Managing Member Suite 407 Cove Road Associates, LLC Westbury, NY 11590 1013 Cove Road Mamaroneck, NY 10543 Venture Capital Investment BESSEC - ------ Deer IV & Co. LLC Delaware General Partner 1400 Old Country Road Bessec Venture IV, L.P. Suite 407 1400 Old Country Road Westbury, NY 11590 Suite 407 Westbury, NY 11590 Venture Capital Investment COVE VENTURES - ------------- Cove Road Associates, LLC U.S. Managing Member 1400 Old Country Road Cove Ventures, LLC Suite 407 1013 Cove Road Westbury, NY 11590 Mamaroneck, NY 10543 Venture Capital Investment Robert P. Goodman U.S. Managing Member 1400 Old Country Road Cove Road Associates, LLC Suite 407 1013 Cove Road Westbury, NY 11590 Mamaroneck, NY 10543 Venture Capital Investment
Page 119 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- ADAMS CAPITAL - ------------- Joel P. Adams U.S. General Partner 518 Broad Street Adams Capital Management L.P. Sewickley, PA 15143 518 Broad Street Sewickley, PA 15143 Venture Capital Investment William C. Hulley U.S. General Partner 518 Broad Street Adams Capital Management L.P. Sewickley, PA 15143 518 Broad Street Sewickley, PA 15143 Venture Capital Investment Jerry S. Sullivan U.S. General Partner 518 Broad Street Adams Capital Management L.P. Sewickley, PA 15143 107 Ranch Road 620 S Austin, TX 78734 Venture Capital Investment William A. Frezza U.S. General Partner 518 Broad Street Adams Capital Management L.P. Sewickley, PA 15143 668 Stoney Hill Road Suite 155 Yardley, PA 19067 Venture Capital Investment COLUMBIA INVESTORS - ------------------ Columbia Capital, L.L.C. Delaware Manager 201 North Union Street Columbia ARTT Investors, L.L.C. Suite 300 201 North Union Street Alexandria, VA 22314 Suite 300 Alexandria, VA 22314 Venture Capital Investment
Page 120 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- James B. Fleming U.S. President and Managing Member 201 North Union Street Columbia Capital, L.L.C. Suite 300 201 North Union Street Alexandria, VA 22314 Suite 300 Alexandria, VA 22314 Venture Capital Investment R. Philip Herget, III U.S. Senior Vice President, Treasurer and Managing 201 North Union Street Member Suite 300 Columbia Capital, L.L.C. Alexandria, VA 22314 201 North Union Street Suite 300 Alexandria, VA 22314 Venture Capital Investment Harry F. Hooper, III U.S. Senior Vice President, Secretary and Managing 201 North Union Street Member Suite 300 Columbia Capital, L.L.C. Alexandria, VA 22314 201 North Union Street Suite 300 Alexandria, VA 22314 Venture Capital Investment Donald A. Doering U.S. Chief Financial Officer, Assistant Secretary and 201 North Union Street Managing Member Suite 300 Columbia Capital, L.L.C. Alexandria, VA 22314 201 North Union Street Suite 300 Alexandria, VA 22314 Venture Capital Investment COLUMBIA PARTNERS - ----------------- Columbia Capital, L.L.C. Delaware Manager 201 North Union Street Columbia ARTT Partners, L.L.C. Suite 300 201 North Union Street Alexandria, VA 22314 Suite 300 Alexandria, VA 22314 Venture Capital Investment
Page 121 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- James B. Fleming U.S. President and Managing Member 201 North Union Street Columbia Capital, L.L.C. Suite 300 201 North Union Street Alexandria, VA 22314 Suite 300 Alexandria, VA 22314 Venture Capital Investment R. Philip Herget, III U.S. Senior Vice President, 201 North Union Street Treasurer and Managing Member Suite 300 Columbia Capital, L.L.C. Alexandria, VA 22314 201 North Union Street Suite 300 Alexandria, VA 22314 Venture Capital Investment Harry F. Hooper, III U.S. Senior Vice President, Secretary 201 North Union Street and Managing Member Suite 300 Columbia Capital, L.L.C. Alexandria, VA 22314 201 North Union Street Suite 300 Alexandria, VA 22314 Venture Capital Investment GPEII EUROPE - ------------ Advent International Limited Partnership Delaware General Partner 75 State Street Global Private Boston, MA 02109 Equity II Europe Limited Partnership 75 State Street Boston, MA 02109 Private Equity Investment Advent International Corporation Partnership Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment
Page 122 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - --------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp.
Page 123 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney GPEIIPGGM - --------- Advent International Limited Delaware General Partner Partnership Global Private 75 State Street Equity II - PGGM Boston, MA 02109 Limited Partnership 75 State Street Boston, MA 02109 Private Equity Investment OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment
Page 124 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney DIGITAL - ------- Advent International Limited Delaware General Partner Partnership Digital Media & Communications 75 State Street Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment
Page 125 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited
Page 126 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney OAKSTONE - -------- Advent International Limited Partnership Delaware General Partner 75 State Street Oakstone Ventures Boston, MA 02109 Limited Partnership 75 State Street Boston, MA 02109 Private Equity Investment Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment
Page 127 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney
Page 128 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- ADVENT CROWN - ------------ Advent International Limited Delaware General Partner Partnership Advent Crown Fund II C.V. 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, c/o Advent International President and Director 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment
Page 129 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation Limited Partnership 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney ADWEST - ------ Advent International Limited Delaware General Partner Partnership Adwest 75 State Street Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment
Page 130 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp.
Page 131 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney ADVENT GLOBAL - ------------- Advent Global Delaware General Partner Management Limited Partnership Advent Global 75 State Street GECC Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Advent International Limited Delaware General Partner Partnership Advent Global Management 75 State Street Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Advent International Corporation Delaware General Partner 75 State Street Advent International Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment
Page 132 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Limited Advent International Corporation Partnership 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Limited Chief Financial Officer and Assistant Secretary Partnership Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment
Page 133 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- ADVENT PARTNERS - --------------- Advent International Corporation Delaware General Partner 75 State Street Advent Partners Limited Partnership Boston, MA 02109 75 State Street Boston, MA 02109 Attorney OFFICERS AND DIRECTORS OF ADVENT INTERNATIONAL CORPORATION - -------------------------------- Peter A. Brooke U.S. Chairman c/o Advent International Corporation Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Douglas R. Brown U.S. Chief Executive Officer, President and Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Private Equity Investment Thomas H. Lauer U.S. Senior Vice President c/o Advent International Chief Financial Officer and Assistant Secretary 75 State Street Advent International Corporation Boston, MA 02109 75 State Street Boston, MA 02109 Private Equity Investment Mark Hoffman U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Chief Executive Officer of Hamilton Lunn Limited
Page 134 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Frank Savage U.S. Director c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Senior Vice President of Equitable Life Assurance Society, Vice Chairman of Equitable Capital Management Corp. David W. Watson U.S. Secretary c/o Advent International Advent International Corporation 75 State Street 75 State Street Boston, MA 02109 Boston, MA 02109 Attorney USTI - ---- Joseph P. Nacchio U.S. Director 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Drake S. Tempest U.S. Executive Vice President, General 555 17th Street Counsel and Secretary Denver, CO 80202 U.S. Telesource, Inc. 555 17th Street Denver, CO 80202 Robert S. Woodruff U.S. Executive Vice President, Chief Financial Officer 555 17th Street and Director Denver, CO 80202 U.S. Telesource, Inc. 555 17th Street Denver, CO 80202 Marc B. Weisberg U.S. President, Chief Executive Officer and Director 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202
Page 135 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Stephen H. Shoemaker U.S. Vice President and Treasurer 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Yash A. Rana Indian Assistant Secretary 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Jeff VonDeylen U.S. Vice President and Controller 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Kelly S. Carter U.S. Assistant Treasurer 555 17th Street U.S. Telesource, Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 QCC - --- OFFICERS AND DIRECTORS Joseph P. Nacchio U.S. Chairman and Chief Executive 555 17th Street Officer and Director Denver, CO 80202 Qwest Communications Corporation 555 17th Street Denver, CO 80202
Page 136 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Craig D. Slater U.S. Director 555 17th Street Qwest Communications Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Drake S. Tempest U.S. Executive Vice President, General 555 17th Street Counsel, Secretary and Director Denver, CO 80202 Qwest Communications Corporation 555 17th Street Denver, CO 80202 Robert S. Woodruff U.S. Director, Executive Vice President - 555 17th Street Finance and Chief Financial Officer Denver, CO 80202 Qwest Communications Corporation 555 17th Street Denver, CO 80202 Afshin Mohebbi U.S. President and Chief Operating 555 17th Street Officer Denver, CO 80202 Qwest Communications Corporation 555 17th Street Denver, CO 80202 Marc B. Weisberg U.S. Senior Vice President - Corporate 555 17th Street Development Denver, CO 80202 Qwest Communications Corporation 555 17th Street Denver, CO 80202 Stephen H. Shoemaker U.S. Treasurer 555 17th Street Qwest Communications Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Yash A. Rana Indian Assistant Secretary 555 17th Street Qwest Communications Corporation Denver, CO 80202 555 17th Street Denver, CO 80202
Page 137 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Craig D. Slater U.S. Director Qwest Communications Corporation 555 17th Street 555 17th Street Denver, CO 80202 Denver, CO 80202 QC - -- OFFICERS AND DIRECTORS Joseph P. Nacchio U.S. President, Chief Executive 555 17th Street Officer and Director Denver, CO 80202 Qwest Corporation 555 17th Street Denver, CO 80202
Page 138 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Craig D. Slater U.S. Director 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Robert S. Woodruff U.S. Director 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Drake S. Tempest U.S. Executive Vice President, General Counsel 555 17th Street Secretary and Director Denver, CO 80202 Qwest Corporation 555 17th Street Denver, CO 80202 Marc B. Weisberg U.S. Senior Vice Presiden, Corporate Development 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Stephen H. Shoemaker U.S. Vice President and Treasurer 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Yash A. Rana Indian Assistant Secretary 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Kelly S. Carter U.S. Assistant Treasurer 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202 Jeff VonDeylen U.S. Vice President and Controller 555 17th Street Qwest Corporation Denver, CO 80202 555 17th Street Denver, CO 80202
Page 139 of 229 QCI - --- OFFICERS AND DIRECTORS Philip F. Anschutz U.S. Director and Chairman of the Board 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Joseph P. Nacchio U.S. Director, Chairman and Chief 555 17th Street Executive Officer Denver, CO 80202 Qwest Communications International Inc. 555 17th Street Denver, CO 80202 Jordan L. Haines U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Jerry Davis U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Cannon Y. Harvey U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Douglas M. Karp U.S. Director Qwest Communications International Inc. 555 17th Street 555 17th Street Denver, CO 80202 Denver, CO 80202 Vinod Khosla U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Richard T. Liebhaber U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Douglas L. Polson U.S. Director Qwest Communications International Inc. 555 17th Street 555 17th Street Denver, CO 80202 Denver, CO 80202 Craig D. Slater U.S. Director 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 W. Thomas Stephens U.S. Director Qwest Communications International Inc. 555 17th Street 555 17th Street Denver, CO 80202 Denver, CO 80202
Page 140 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Robert S. Woodruff U.S. Executive Vice President - Finance, 555 17th Street Chief Financial Officer and Director Denver, CO 80202 Qwest Communications International Inc. 555 17th Street Denver, CO 80202 Drake S. Tempest U.S. Executive Vice President and 555 17th Street General Counsel and Secretary Denver, CO 80202 Qwest Communications International Inc. 555 17th Street Denver, CO 80202 Stephen H. Shoemaker U.S. Vice President and Treasurer 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202 Yash A. Rana Indian Assistant Secretary 555 17th Street Qwest Communications International Inc. Denver, CO 80202 555 17th Street Denver, CO 80202
Page 141 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- AC - -- OFFICERS AND DIRECTORS Philip F. Anschutz U.S. Chairman, Chief Executive Officer and Director 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202 Cannon Y. Harvey U.S. President, Chief Operating Officer and Director 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202 Douglas L. Polson U.S. Vice President - Finance, Assistant Secretary and Director 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202 Miles A. Williams U.S. Executive Vice President and Director 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202 Richard M. Jones U.S. Vice President, General Counsel and Assistant 555 17th Street Secretary Denver, CO 80202 Anschutz Company 555 17th Street Denver, CO 80202 Craig D. Slater U.S. Executive Vice President and Director 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202 Lynn T. Wood U.S. Secretary 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202
Page 142 of 229 Present Principal Occupation, Name, Address and Principal Name, Business Address Citizenship Business of Organization - ---------------------- ----------- ----------------------------- Thomas G. Kundert U.S. Treasurer and Assistant Secretary 555 17th Street Anschutz Company Denver, CO 80202 555 17th Street Denver, CO 80202
EX-1.C 4 EXHIBIT C Page 143 of 229 EXHIBIT C - -------------------------------------------------------------------------------- PREFERRED STOCK PURCHASE AGREEMENT by and among ADVANCED RADIO TELECOM CORP. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of June 1, 1999 - -------------------------------------------------------------------------------- Page 144 of 229 PREFERRED STOCK PURCHASE AGREEMENT This Preferred Stock Purchase Agreement is dated as of June 1, 1999 (this "AGREEMENT"), among Advanced Radio Telecom Corp., a Delaware corporation (the "COMPANY"), and the purchasers listed on Schedule I hereto (the "PURCHASERS"). WITNESSETH: WHEREAS, the Purchasers wish to purchase from the Company, and the Company wishes to sell and issue to the Purchasers (the "STOCK PURCHASE"), an aggregate of 2,635,908 shares of the Company's Series A Convertible Preferred Stock, $0.001 par value per share (the "SERIES A PREFERRED STOCK") and 501,592 shares of the Company's Series B Non-Voting Convertible Preferred Stock, $0.001 par value per share (the "SERIES B PREFERRED STOCK", and together with the Series A Preferred Stock and the Series C Non-Voting Convertible Preferred Stock, $0.001 par value per share (the "SERIES C PREFERRED STOCK"), the "PREFERRED STOCK"); and WHEREAS, contemporaneously with the execution of this Agreement, the Purchasers and the Company are executing and delivering the Standstill Agreement (hereinafter defined) and the Company is executing and delivering the Warrants (hereinafter defined) and the Notes (hereinafter defined) and the Purchasers are advancing the Company $45,019,920; and WHEREAS, the Purchasers and the Company are entering into this Agreement to provide for the purchase and sale of the Preferred Stock and to establish various rights and obligations in connection therewith. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties agree as follows: ARTICLE I. THE PURCHASE Section 1.1 DEFINITIONS. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth herein or referred to in Section 7.4 hereof. Section 1.2 SALE AND PURCHASE OF PREFERRED STOCK. SECTION 1.2.1. PURCHASE. Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties set forth in this Agreement, the Company hereby agrees to sell to each of the Purchasers, and each of the Purchasers hereby agrees severally to purchase from the Company, at the Closing (as hereinafter defined) and at a purchase price of $80.00 per share (the "PURCHASE PRICE"), the number of shares of Series A Page 145 of 229 Preferred Stock and the number of shares of Series B Preferred Stock as are set forth on Schedule I as being purchased by such Purchaser (such shares of Series A Preferred Stock and Series B Preferred Stock purchased hereunder, the "SHARES"). The aggregate Purchase Price of the Shares purchased and sold hereunder is $251,000,000 (the "INVESTMENT"). The terms of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock shall be those set forth in the Certificate of Designation (as hereinafter defined). SECTION 1.2.2. ALTERNATIVE COMMITMENT. In the event that MeriTech Capital Partners ("MeriTech") has not made the advance provided in Section 1.3 prior to June 15, 1999, Oak Investment Partners ("Oak"), Worldview Technology ("Worldview"), Accel Partners ("Accel") and Brentwood Venture Capital ("Brentwood") severally agree to purchase from the Company at the Closing at a purchase price of $80.00 per share the additional number of shares of Series A Preferred Stock and the additional number of shares of Series B Preferred Stock as are set forth on Schedule I, and MeriTech on June 15, 1999 shall cease to be a party to this Agreement for all purposes. Section 1.3 BRIDGE LOAN AND WARRANTS. The Purchasers severally agree to advance to the Company an aggregate of $50,000,000 (the "LOAN") on the terms set forth below. On the date of this Agreement, each of the Purchasers other than MeriTech agrees to advance to the Company the amount set forth opposite its respective name on Schedule I, and prior to June 15, 1999, MeriTech agrees to advance to the Company the amount set forth opposite its name on Schedule I. MeriTech shall provide the Company two business days notice of the date on which it shall make the advance. If MeriTech has not made the advance by June 15, 1999, on that date Oak, Worldview, Accel and Brentwood severally agree to advance to the Company the additional amount set forth opposite its respective name on Schedule I. Each advance of the Loan shall be made by wire transfer of immediately available funds to the account of the Company specified in Schedule II hereto. The Company's obligations to pay the Loan shall be evidenced by the Company's notes in substantially the form of EXHIBIT A (each a "NOTE", and collectively the "NOTES"). The Notes shall bear interest at a rate of 11% per annum, which interest shall accrue daily but not compound. Principal under each Note will be due and payable on the earlier to occur of (i) the Closing hereunder and (ii) the date which is 150 days from the date of this Agreement, or such later date mutually agreed to by the Company and Two-Thirds in Interest (as hereinafter defined) of the Purchasers (the "FINAL MATURITY DATE"). Such Final Maturity Date may be accelerated as provided in the Notes. SECTION 1.3.1. PREPAYMENT. Interest shall be due and payable on any prepayment of the Note, either in cash or, if at Closing at the Company's option, in shares of the Company's Series A Preferred Stock (valued at $80.00 per share). SECTION 1.3.2. APPLICATION OF NOTE PROCEEDS TO PURCHASE PRICE. At the Closing, each Purchaser shall return its outstanding Note to the Company, and the Company shall cancel each Note and shall apply all amounts outstanding under each Note, together with all accrued and unpaid interest thereon, to the Purchase Price payable by the respective Purchaser. Page 146 of 229 If either the Company or a Purchaser so elects, at the Closing the Company shall pay the accrued and unpaid interest payable on such Purchaser's Note in cash. SECTION 1.3.3. WARRANTS. On the date of this Agreement, upon its receipt of the Loan, the Company will issue to each of the Purchasers that has advanced its portion of the Loan a warrant (each a "WARRANT", and collectively, the "WARRANTS") to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Schedule I, in substantially the form of EXHIBIT G. On the date on which MeriTech advances to the Company its portion of the Loan, the Company will issue to MeriTech a Warrant to purchase the number of shares of Common Stock set forth opposite its name on Schedule I or on June 15, 1999, if Oak, Worldview, Accel and Brentwood shall make the additional advances on the Loan in lieu of MeriTech pursuant to Section 1.3, upon receipt of those advances the Company will issue to each of Oak, Worldview, Accel and Brentwood Warrants to purchase the additional number of shares of Common Stock set forth opposite its respective name on Schedule I under the designation "MeriTech Warrants." Section 1.4 THE CLOSING. Unless this Agreement shall have been terminated pursuant to Section 6.1, and subject to the satisfaction or waiver of the conditions set forth in Article V, the consummation of the transactions contemplated hereby (the "CLOSING") will take place as promptly as practicable (and in any event within two business days) after satisfaction or waiver of the conditions set forth in Article V (the "CLOSING DATE"), at the offices of Ropes & Gray, 885 Third Avenue, New York, New York, unless another date, time or place is agreed to in writing by the Company and Two-Thirds in Interest of the Purchasers. At the Closing and subject to the conditions provided herein, the Company will deliver to each Purchaser a certificate, registered in such Purchaser's name, representing the number of Shares to be purchased by such Purchaser hereunder against payment of the aggregate purchase price therefor by cancellation of the Notes as described in Section 1.3 and by wire transfer of the remaining amount in immediately available funds to the Company's account as set forth on Schedule II hereto. ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY Subject to Section 7.1 hereof, the Company hereby represents and warrants to the Purchasers that, except as set forth in the written disclosure schedule delivered simultaneously with the execution and delivery of this Agreement (the "COMPANY DISCLOSURE SCHEDULE"): Section 2.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except as set forth in Schedule 2.1, each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Except as set forth in Schedule 2.1, each of the Company and each of its subsidiaries has the requisite corporate power and authority to own, lease, license, use Page 147 of 229 or operate the properties it purports to own, operate, license, use or lease and to carry on its business as it is now being conducted and proposed to be conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that do not constitute a Material Adverse Effect. Section 2.2 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Company has heretofore made available to the Purchasers a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to date. Except as set forth in Schedule 2.2, such Certificate of Incorporation and By-Laws, and the certificate of incorporation and by-laws (or equivalent organizational documents) of each of the Company's subsidiaries (the "COMPANY SUBSIDIARY DOCUMENTS"), are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Company Subsidiary Documents, except for such violations as do not constitute a Material Adverse Effect. Section 2.3 CAPITALIZATION. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of common stock, $0.001 par value per share ("COMMON STOCK") and (ii) 10,000,000 shares of preferred stock, $0.001 par value per share. As of May 10, 1999, (i)(A) 1,000,000 shares of preferred stock were designated as series of Junior Preferred Stock, none of which were issued and outstanding, and (B) 27,200,699 shares of Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, and no shares were held in treasury, (ii) 8,051,551 shares of Common Stock were reserved for future issuance pursuant to stock options ("STOCK OPTIONS") or other equity incentives granted or to be granted under the Company's Restated Equity Incentive Plan, as amended by the Company's Board of Directors (the "BOARD") subject to stockholder approval, the Company's 1996 Non-Employee Directors Automatic Stock Option Plan or the Company's 1997 Equity Incentive Plan for Non-Employee Directors (collectively, the "COMPANY STOCK OPTION PLANS"), (iv) 2,178,490 shares of Common Stock were reserved for future issuance upon the exercise of certain warrants set forth on SCHEDULE 2.3, and (v) shares of Common Stock were reserved for future issuance from time to time as required pursuant to the Company's 401(k) Plan. (b) On or prior to the Closing Date, the Certificate of Designation (as hereinafter defined) will have been duly adopted and filed with the Secretary of State of Delaware and, on the Closing Date, shall be in full force and effect. On or prior to the Closing Date, the Company shall reserve for issuance the number of shares of Common Stock issuable upon the conversion of the Shares issued to the Purchasers pursuant to this Agreement. All shares of Common Stock issuable pursuant to the preceding sentence, Page 148 of 229 upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non assessable. The Shares issued on the Closing Date will, upon payment of the Purchase Price therefor, be duly authorized, validly issued, fully paid and nonassessable. (c) As of the date hereof, except as set forth in SCHEDULE 2.3 or the Company SEC Reports, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries. All shares of Common Stock subject to issuance thereunder, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Except as set forth in Schedule 2.3, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of obligations of subsidiaries entered into in the ordinary course of business and except for the terms of the Company Stock Option Plans. Except as set forth in Schedule 2.3, all of the outstanding shares of capital stock of each of the Company's subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are beneficially owned by the Company or another subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature whatsoever (collectively "LIENS"). (d) Except as set forth in Schedule 2.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (e) Except for the Transaction Documents (as hereinafter defined) or as set forth in Schedule 2.3, the Company is not a party to any agreement or arrangement restricting the voting or transfer of any outstanding shares of the Common Stock or Preferred Stock of the Company. (a) (f) Except as set forth in Schedule 2.3 or in the Transaction Documents and as provided by statutes of general application, there are no legal, contractual or other restrictions on the payment of dividends or other distributions or amounts on or in respect of any of the Common Stock or Preferred Stock of the Company. (g) Except as set forth in Schedule 2.3 or in the Transaction Documents, there are no agreements or arrangements to which the Company or any of its subsidiaries is a Page 149 of 229 party pursuant to which the Company is or could be required to register shares of Common Stock or other securities under the Securities Act. (h) All outstanding shares of Common Stock and Preferred Stock of the Company were issued in compliance with the registration provisions of or were exempt from registration under applicable federal and state securities laws. Section 2.4 AUTHORITY RELATIVE TO THIS AGREEMENT AND DGCL SECTION 203. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Notes, the Registration Rights Agreement in the form of Exhibit F hereto among the Company and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), the Standstill Agreement dated as of the date hereof among the Company and the Purchasers (the "STANDSTILL AGREEMENT"), and the Warrants (as defined in Section 6.3) (collectively, the "TRANSACTION DOCUMENTS"), and to perform its obligations under the Transaction Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or to consummate the transactions so contemplated (other than the adoption and filing of the Certificate of Designation and the approval of the Stock Purchase by the stockholders as contemplated herein). The Board has determined that it is advisable and in the best interest of the Company's stockholders for the Company to consummate the Stock Purchase upon the terms and subject to the conditions of this Agreement, and, except for Messrs. Fillat and Murray, who abstained, has unanimously recommended that the Company's stockholders approve and adopt this Agreement. Each of the Transaction Documents has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Purchasers, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) the enforcement of the indemnification provisions contained in the Registration Rights Agreement are subject to applicable securities laws and principles of public policy. (b) The Board has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law, as from time to time in effect, applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement by the interested stockholders (as defined in Section 203) or their consummation of the transactions contemplated hereby. Page 150 of 229 Section 2.5 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The Company has made available to the Purchasers copies of (i) all loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, equipment obligations, guaranties, standby letters of credit, equipment leases or lease purchase agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound, each in a principal outstanding amount equal to or exceeding $2,000,000, but excluding any such agreement between the Company and its wholly-owned subsidiaries or between two or more wholly-owned subsidiaries of the Company; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in each case, aggregate payments or receipts by the Company or any of its subsidiaries of less than $2,000,000 in any single instance; and (iii) all agreements which, as of the date hereof, are required to be filed by the Company as "material contracts" with the Securities Exchange Commission ("SEC") pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "EXCHANGE ACT") (collectively, the "MATERIAL CONTRACTS"). Schedule 2.5 sets forth a correct and complete list of the Material Contracts. (b) Except as set forth in Schedule 2.5, (i) neither the Company nor any of its subsidiaries has breached, is in default under, or has received written notice of any breach of or default under, any Material Contract, (ii) to the knowledge of the Company, no other party to any of the Material Contracts has breached or is in default of any of its obligations thereunder, and (iii) each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding obligation of the parties thereto enforceable against such parties in accordance with its terms, except in any such case for breaches, defaults or failures to be in full force and effect that do not constitute a Material Adverse Effect. Except as set forth in Schedule 4.7, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, constitute a breach of or default under any Material Contract, or require any consent pursuant to any Material Contract, except where the failure to obtain such consent does not constitute a Material Adverse Effect or materially adversely affect the Purchasers with respect to their rights under the Transaction Documents. (c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws of the Company, (ii) conflict with or violate any federal, foreign, state or provincial law, rule, regulation, order, judgment or decree (collectively, "LAWS") applicable to the Company or any of Page 151 of 229 its subsidiaries or by which its or any of their respective properties are bound or affected, or (iii) except as set forth on Schedule 4.7, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default under), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its subsidiaries pursuant to any Material Contract, except in any such case for any such conflicts, violations, breaches, defaults or other occurrences that do not constitute a Material Adverse Effect. (d) Except as set forth on Schedule 2.5, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, foreign, state or provincial governmental or regulatory authority except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws ("BLUE SKY LAWS") and the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) applicable requirements of the Communications Act (as hereinafter defined) and the FCC (as hereinafter defined), (iii) filing of the Certificate of Designation, and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Closing, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise have a Material Adverse Effect. Section 2.6 COMPLIANCE. (a) Neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are bound or affected or (ii) any Material Contract, except for any such conflicts, defaults or violations which do not constitute a Material Adverse Effect. (b) Each of the Company and its subsidiaries has filed or caused to be filed with each applicable Governmental Body all reports, applications, documents, instruments and information required to be filed by it pursuant to all applicable laws, rules, regulations, ordinances, judgment, decrees, rulings, orders, awards, injunctions, recommendations or other official actions of any Governmental Body, other than those as to which the failure to file do not constitute a Material Adverse Effect. Section 2.7 SEC FILINGS; FINANCIAL STATEMENTS. (a) The Company has filed with the Securities and Exchange Commission all reports, schedules, forms, statements and other documents required by the Securities Act Page 152 of 229 or the Exchange Act to be filed by the Company since January 1, 1998 as filed on or before the date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein the "COMPANY SEC REPORTS"). Schedule 2.7 sets forth a list of all Company SEC Reports. As of their respective dates (except if revised or superseded by a subsequent filing on or before the date of this Agreement, as of such date), the Company SEC Reports (including the financial statements included therein) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has filed with the Securities and Exchange Commission as exhibits to the Company SEC Reports all agreements, contracts and other documents or instruments required to be so filed, and such exhibits are in all material respects true and complete copies of such agreements, contracts and other documents or instruments, as the case may be (subject to any confidential treatment requests allowing excision of confidential information from the publicly filed document). None of the subsidiaries of the Company is required to file any reports, schedules, statements or other documents with the Securities and Exchange Commission. (b) The consolidated balance sheets of the Company and its consolidated subsidiaries as of each of December 31, 1998 and March 31, 1999 and the related consolidated statements of income (loss) and stockholders' equity and cash flows for the 12 month period and three month period then ended, true and complete copies of which have been delivered to the Purchasers, fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates and their consolidated results of operations and cash flows for the respective periods then ended, in accordance with U.S. generally accepted accounting principles applied on a consistent basis except as described in the footnotes to the financial statements or as disclosed in Schedule 2.7. (c) The Company has made available to the Purchasers copies of each management letter delivered to any of the Company and its subsidiaries by PricewaterhouseCoopers LLP in connection with the financial statements referred to in this Section 2.7 or relating to any review by them of the internal controls of the Company and its subsidiaries during the twelve months ended December 31, 1998 or thereafter, and has made available for inspection for the twelve month period ended December 31, 1998 and, subject to the approval of PricewaterhouseCoopers LLP, after the date of this Agreement will make available for inspection all reports and working papers produced or developed by them or management in connection with their examination of those financial statements and the other financial statements for the three years then ended, as well as all such reports and working papers for prior periods for which any liability of any of the Company and its subsidiaries for Taxes (as hereinafter defined) has not been finally determined or barred by applicable statutes of limitation. Page 154 of 229 (d) Since January 1, 1998, to the knowledge of the Company, there has been no material disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K under the Securities Act) between the Company and its independent accountants with respect matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures which if not resolved to the satisfaction of such accountant would cause it to make a reference to the subject matter of the disagreements in connection with its report. Section 2.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in Schedule 2.8 or in the Company SEC Reports or as contemplated by this Agreement, since December 31, 1998, the Company has conducted its business in the ordinary course and there has not occurred: (a) any Material Adverse Effect; (b) any amendments or changes in the Certificate of Incorporation or By-Laws of the Company; (c) any damage to, destruction or loss of any asset of the Company (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect; (d) any material change by the Company in its accounting methods, principles or practices; (e) any material revaluation by the Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or (f) any sale of a material amount of property of the Company or any of its subsidiaries, except in the ordinary course of business. Section 2.9 NO UNDISCLOSED LIABILITIES. Except as set forth in the Company SEC Reports or on Schedule 2.9, neither the Company nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (a) in the aggregate adequately provided for in the Company's audited balance sheet (including any related notes thereto) for the fiscal year ended December 31, 1998 included in the Company SEC Reports (the "1998 COMPANY BALANCE SHEET"), (b) incurred in the ordinary course of business and not required under U.S. generally accepted accounting principles to be reflected on the 1998 Company Balance Sheet, (c) incurred since December 31, 1998 in the ordinary course of business consistent with past practice, (d) incurred in connection with this Agreement, or (e) which do not constitute a Material Adverse Effect. Section 2.10 ABSENCE OF LITIGATION. There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, or any properties or rights of the Company or any of its subsidiaries, before any federal, foreign, state or provincial court, arbitrator or administrative, governmental or regulatory authority or body that could reasonably be expected to have a Material Adverse Effect. Section 2.11 EMPLOYEE BENEFIT PLANS. Except as set forth in Schedule 2.11 and in the Company SEC Reports: Page 155 of 229 (a) The Company and its subsidiaries are not and have not been required to contribute to any employee benefit plan or any other profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of the Company, its subsidiaries and current or former directors, officers, or employees (collectively "EMPLOYEE PLANS"). (b) None of the Company and its subsidiaries has incurred, or has any reason to expect that it will incur, any liability to the Pension Benefit Guaranty Corporation (other than premium payments) or otherwise under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including any withdrawal liability) or under the Internal Revenue Code of 1986, as amended (the "CODE") with respect to any such employee benefit plan which is an employee pension benefit plan. (c) Each Employee Plan maintained by the Company is, and has been at all times, maintained and operated in compliance with all statutes, orders or governmental rules or regulations, including but not limited to ERISA, the Code and applicable federal or state securities laws, and any and all collective bargaining agreements and other contracts applicable thereto and there have been no acts or omissions by the Company, its subsidiaries or its officers which have given rise to or could reasonably be expected to give rise to fines, penalties, taxes or related charges or liability under ERISA or the Code, except where such charges and liabilities do not constitute a Material Adverse Effect. (d) All plans and related trusts that are intended to qualify under Sections 401(a) and 501(a) of the Code, have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters have been made available to the Purchasers. Section 2.12 PROXY STATEMENT. The information supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the sale of the Shares (the "STOCKHOLDERS MEETING") (such proxy statement as amended or supplemented is referred to herein as the "PROXY STATEMENT"), will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. If at any time prior to the Closing Date any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform the Purchasers and shall amend such Proxy Statement to correct such omission. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statement or omission based on information supplied by the Purchasers which is contained in any of the foregoing documents. Page 156 of 229 Section 2.13 TITLE TO PROPERTY. (a) Except as set forth in Schedule 2.13 or in the Company SEC Reports, the Company and each of its subsidiaries have good and marketable title to all of their properties and assets, free and clear of all liens, charges and encumbrances, except liens for taxes not yet due and payable and such liens or other imperfections of title which do not constitute a Material Adverse Effect; and, to the knowledge of the Company, all leases pursuant to which the Company or any of its subsidiaries lease from others material amounts of real or personal property, are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of the Company, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except where such default or event of default does not constitute a Material Adverse Effect. (b) All tangible Company properties are in such condition and repair, and are suitable, sufficient in amount, size and type and so situated, as is appropriate and adequate for the uses for which they are used and intended and to carry on the business of the Company or such subsidiary, as the case may be, as now conducted. Section 2.14 RESTRICTIONS ON BUSINESS ACTIVITIES. Except as set forth in the Company SEC Reports or on Schedule 2.14, to the Company's knowledge, there is no agreement, judgment, injunction, order or decree binding upon the Company or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its subsidiaries, acquisition of property by the Company or any of its subsidiaries or the conduct of business by the Company or any of its subsidiaries as currently conducted or as proposed to be conducted by the Company, except for any prohibition or impairment as does not constitute a Material Adverse Effect. Section 2.15 TAXES. (a) For purposes of this Agreement, "TAX" or "TAXES" shall mean taxes, fees, levies, duties, tariffs, imposts, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority, including (without limitation) (i) income, franchise, profits, gross receipts, AD VALOREM, net worth, value added, sales, use, service, real or personal property, special assessments, capital stock, license, payroll, withholding, employment, social security, workers' compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, and (ii) interest, penalties, additional taxes and additions to tax imposed with respect thereto; and "TAX RETURNS" shall mean returns, reports, and information statements with respect to Taxes required to be filed with the Internal Revenue Service or any other federal, foreign, state or provincial taxing authority, domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns. Page 157 of 229 (b) Except as set forth in the Company SEC Reports: (i) The Company and its subsidiaries have filed all Tax Returns required to be filed by them, except where the failure to file a Tax Return does not constitute a Material Adverse Effect and (ii) the Company and its subsidiaries have paid all Taxes covered by such Tax Returns and have paid all other Taxes as are due, except those with respect to which the Company is maintaining adequate reserves, unless the failure to do so does not constitute a Material Adverse Effect. Except as set forth in the Company SEC Reports or except as does not involve or would not result in liability to the Company or any of its subsidiaries that could reasonably be expected to have a Material Adverse Effect: (i) there are no tax liens on any assets of the Company or any subsidiary thereof; and (ii) neither the Company nor any of its subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. The accruals and reserves for Taxes (including deferred taxes) reflected in the 1998 Company Balance Sheet are in all material respects adequate to cover all Taxes required to be accrued through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with U.S. generally accepted accounting principles. Section 2.16 ENVIRONMENTAL MATTERS. Except in all cases as, in the aggregate, do not constitute a Material Adverse Effect, and except for any matters as to which remediation efforts have been completed, the Company and each of its subsidiaries to the Company's knowledge: (i) have obtained all franchises, grants, authorizations, licenses, permits, consents, approvals and orders ("APPROVALS") which are required to be obtained under all applicable federal, state, foreign or local laws or any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into ambient air, surface water, ground water, or land or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes by the Company or its subsidiaries or their respective agents ("ENVIRONMENTAL LAWS"); (ii) each of such Approvals is in full force and effect and each of the Company and each of its subsidiaries in compliance with all terms and conditions of such required Approvals and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in applicable Environmental Laws; (iii) as of the date hereof, are not aware of nor have received notice of any past or present violations of Environmental Laws or any event, condition, circumstance, activity, practice, incident, action or plan which is reasonably likely to interfere with or prevent continued compliance with or which would give rise to any common law or statutory liability, or otherwise form the basis of any claim, action, suit or proceeding, against the Company or any of its subsidiaries based on or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge or release into the environment, of any pollutant, contaminant or hazardous or toxic material or waste; and (iv) have taken all actions necessary under applicable Environmental Laws to register Page 158 of 229 any products or materials required to be registered by the Company or its subsidiaries (or any of their respective agents) thereunder. Section 2.17 INTELLECTUAL PROPERTY. (a) To its knowledge, the Company, directly or indirectly, owns, or is licensed or otherwise possesses (or has applied for), legally enforceable rights to use, all copyrights, uncopyrighted works, trademarks, trademark rights, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions, licenses, permits, trade secrets, know-how, inventions, computer software, seismic data and intellectual property rights and other proprietary rights together with applications and licenses for any of the foregoing (the "COMPANY INTELLECTUAL PROPERTY RIGHTS"), except where the failure to so own, be licensed or otherwise possess legally enforceable rights to use does not constitute a Material Adverse Effect. (b) No claims with respect to the Company Intellectual Property Rights have been asserted or, to the knowledge of the Company, are threatened by any person, that reasonably would be expected to have a Material Adverse Effect on the Company or any of its subsidiaries, (i) to the effect that the manufacture, sale, licensing or use of any of the products of the Company or any of its subsidiaries as now manufactured, sold or licensed or used or currently proposed for manufacture, use, sale or licensing by the Company or any of its subsidiaries infringes on any copyright, patent, trademark, service mark or trade secret, (ii) against the use by the Company or any of its subsidiaries of any material trademarks, service marks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in the business of the Company and its subsidiaries as currently conducted, or (iii) challenging the ownership, validity or effectiveness of any of the Company Intellectual Property Rights. All registered trademarks, service marks and copyrights held by the Company are valid and subsisting. To the knowledge of the Company, there is no unauthorized use, infringement or misappropriation of any of the Company Intellectual Property Rights by any third party, including any employee or former employee of the Company or any of its subsidiaries, which could reasonably be expected to have a Material Adverse Effect. No Company Intellectual Property Right or product of the Company or any of its subsidiaries is subject to any outstanding decree, order, judgment, or stipulation restricting in any manner the licensing thereof by the Company or any of its subsidiaries. (c) To the best of the Company's knowledge, none of the hardware or software currently owned, leased or licensed by the Company and used or proposed to be used in the business and operations of any of the Company and its subsidiaries contains imbedded logic or code that will fail to recognize the year 2000 as such, or that might fail or cause other hardware or software to cease to perform according to specifications or to the needs of the business of the Company or the subsidiary, as the case might be, by reason of the date change after December 31, 1999, except where such condition does not constitute a Material Adverse Effect. Page 159 of 229 Section 2.18 CERTAIN AGREEMENTS OF OFFICERS AND EMPLOYEES. To the Company's knowledge, no employee of the Company is, or is now expected to be, in violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer or employee to be employed by the Company because of the nature of the business conducted or to be conducted by the Company or relating to the use of trade secrets or proprietary information of others. Section 2.19 REGULATORY MATTERS Except to the extent as would not have a Material Adverse Effect and except as set forth in Schedule 2.19: (a) The Company and its subsidiaries are in compliance with the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the "COMMUNICATIONS ACT") and with all applicable rules, regulations and policies of the Federal Communications Commission (the "FCC"). (b) Schedule 2.19 sets forth a complete and accurate list of all licenses (the "FCC LICENSES") granted to the Company and its subsidiaries by the FCC. All the FCC Licenses are currently valid and in full force and effect and the Company and its subsidiaries have met material applicable construction or build-out regulations required to be met as of this date for each of the FCC Licenses. Neither the Company nor any of its subsidiaries has received any notification of an investigation, violation or forfeiture, any notice of apparent liability, or any other order or complaint issued by or before any court or governmental body, including the FCC that could in any manner threaten or adversely affect the validity, continued effectiveness, material terms, or likelihood of renewal of any of the FCC Licenses, nor to the knowledge of the Company is any such action threatened. Neither the Company nor any of its subsidiaries has knowledge of any other proceedings (other than proceedings relating to the wireless communications or 38 GHz industries generally) that could in any manner threaten or adversely affect the validity, continued effectiveness, material terms, or likelihood of renewal of any of the FCC Licenses. (c) No event has occurred or failed to occur which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture with respect to, any FCC License or (ii) adversely affects or could reasonably be expected in the future to adversely affect any of the rights of the Company or any of its subsidiaries thereunder except for legislation or rule making of general applicability. (d) The Company and its subsidiaries have duly filed in a timely manner all filings, reports, applications, documents, instruments and information required to be filed by them under the Communications Act or the applicable rules, regulations and policies of the FCC, and all such filings are true, correct and complete in all material respects. Page 160 of 229 (e) Neither the Company nor any of its subsidiaries has any reason to believe that any of the FCC Licenses will not be renewed in the ordinary course. Section 2.20 RANK OF NOTES. The Notes rank and will rank on a parity in right of payment with all senior indebtedness of the Company outstanding on the date hereof or that may be incurred hereafter. Section 2.21 INTERESTED PARTY TRANSACTIONS. Except as contemplated by this Agreement or as set forth on Schedule 2.21, since December 31, 1998, no event has occurred that would be required to be reported as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated by the SEC. Section 2.22 INSURANCE. The Company and its subsidiaries maintain in full force and effect insurance policies with reputable insurance carriers. Such policies provide adequate coverage for all normal risks incident to the business of the Company and its subsidiaries and their respective properties and assets and are in character and amount similar to that carried by entities engaged in similar businesses and subject to the same or similar perils or hazards, except as do not constitute a Material Adverse Effect. Section 2.23 BROKERS. No broker, finder or investment banker (other than Morgan Stanley & Co. Incorporated ("MORGAN STANLEY"), the fees and expenses of which will be paid by the Company) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or its subsidiaries or affiliates. The Company has heretofore made available to the Purchasers a complete and correct copy of all agreements between the Company and Morgan Stanley pursuant to which such firm would be entitled to any payment relating to the transactions contemplated hereunder. Section 2.24 DISCLOSURE. This agreement including the schedules and exhibits hereto and the certificates delivered hereunder does not, and at Closing will not, contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. With respect to projections contained in the Business Strategy Plan (as hereinafter defined), the Company notes that actual results may vary materially from the projections and represents only that such projections were prepared in good faith and are based on a set of assumptions believed by the Company to be reasonable as of the date hereof. Section 2.25 SECURITIES LAWS. Assuming that each of the Purchaser's representations and warranties contained in Article III hereof are, and continue to be at the Closing Date and at the date of exercise of the Warrants, true and correct, the issuance and sale of the Notes and the Warrants are as of the date hereof, and the issuance and sale of the Shares on the Closing Date will be, and the issuance of the shares of Common Stock upon conversion of the Preferred Stock Page 161 of 229 will be, exempt from the registration and prospectus delivery requirements of the Securities Act and from registration and qualification under applicable Blue Sky Laws. Section 2.26 ACQUIRING PERSON. Assuming that each of the Purchaser's representations and warranties contained in Article III hereof are at the Closing Date true and correct, at the Closing Date no Purchaser will constitute an Acquiring Person as defined in the Rights Agreement dated as of June 20, 1997 between the Company and BankBoston, NA as Rights Agent. Section 2.27 ACCELERATION. Except as set forth on Schedule 2.27, the execution and performance of this Agreement will not in and of itself result in the acceleration of the vesting of any options issued by the Company or the payments by the Company to any employee, officer or director. Section 2.28 BOARD OF DIRECTORS. Schedule 2.28 sets forth the Company's directors as of the date hereof, and the nominating class of each such director. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Subject to Section 7.1 hereof, each of the Purchasers severally represents and warrants to the Company that: Section 3.1 ORGANIZATION. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with all requisite power and authority to own, lease and operate its properties and to conduct its business as now being conducted. Section 3.2 DUE AUTHORIZATION. Such Purchaser has all right, power and authority to enter into this Agreement, the Registration Rights Agreement and the Standstill Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Standstill Agreement by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on behalf of such Purchaser. Each of this Agreement, the Registration Rights Agreement and the Standstill Agreement has been duly executed and delivered by such Purchaser and constitutes the valid and binding agreement of such Purchaser enforceable in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (ii) the remedy of specific performance and injunctive and other form of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) the Page 162 of 229 enforcement of the indemnification provisions contained in the Registration Rights Agreement are subject to applicable securities laws and principles of public policy. Section 3.3 ACQUISITION FOR INVESTMENT. Such Purchaser is acquiring the Shares being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and such Purchaser has no present intention or plan to effect any distribution of Shares other than pursuant to Rule 144A under the Securities Act or in an offering registered under the Securities Act. Such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Shares. Section 3.4 BROKERS OR FINDERS. No agent, broker, investment banker or other firm or Person acting on behalf of such Purchaser, including any of the foregoing that is an affiliate of such Purchaser, is or will be entitled to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement. Section 3.5 ACCREDITED INVESTOR. Such Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act. Section 3.6 FINANCIAL CONDITION. Such Purchaser's financial condition is such that it is able to bear the risk of holding the Shares for an indefinite period of time and can bear the loss of its entire investment in the Shares. Section 3.7 EXPERIENCE. Such Purchaser has such knowledge and experience in financial and business matters and in making high risk investments of this type that it is capable of evaluating the merits and risks of the purchase of Shares. Section 3.8 NON-U.S. OWNERSHIP. To the knowledge of such Purchaser, except as set forth on Schedule 3.8, the percentage of the capital stock or ownership or voting interests of such Purchaser that, for purposes of Section 3.10(b) of the Communications Act is owned or voted, directly or indirectly, beneficially or otherwise, by foreign entities or persons, does not exceed 25%. Section 3.9 BENEFICIAL OWNERSHIP. Each Purchaser that is a party to the Standstill Agreement represents that as of the date hereof it has not entered into any agreement, other than the "Stockholders Agreement" (as defined in the Standstill Agreement) and the Transaction Documents, with respect to the acquisition, voting or disposition of the Shares with any party. Section 3.10 AFFILIATES. Except for securities such Purchaser has agreed to purchase hereunder or as set forth on Schedule III, such Purchaser does not beneficially own, directly or indirectly, beneficially, any of the Company's capital stock. Section 3.11 PROXY STATEMENT. The information supplied by such Purchaser in writing specifically for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or Page 163 of 229 any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact, or shall omit to state any material fact necessary in order to make such information not false or misleading. If at any time prior to the Closing Date any event relating to such Purchaser or any of its affiliates, officers or directors should be discovered by such Purchaser which is required to be set forth in a supplement to the Proxy Statement, such Purchaser shall promptly inform the Company. ARTICLE IV. ADDITIONAL AGREEMENTS The Company and each of the Purchasers severally agree that: Section 4.1 HSR ACT. As promptly as practicable after the date of the execution of this Agreement, the Company, those Purchasers required by law to file and all other necessary parties shall file notifications under and in accordance with the HSR Act in connection with the Stock Purchase and the transactions contemplated hereby and shall respond as promptly as practicable to any inquiries and requests received (i) from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") for additional information or documentation or (ii) from any State Attorney General or other governmental authority in connection with antitrust matters. Section 4.2 PROXY STATEMENT. Unless the Closing is to occur without a vote of the Company's stockholders, the Company shall use its best efforts, to prepare and file with the SEC as promptly as possible preliminary proxy materials seeking stockholder approval of the Stock Purchase (the "PROXY STATEMENT"). The Purchasers shall use their best efforts to furnish the Company such information about the Purchasers and the directors proposed by the Purchasers as may be necessary to prepare and file the definitive Proxy Statement on such schedule. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and the Purchasers of all information required to be contained therein, the Company shall use its reasonable best efforts to mail the Proxy Statement to its stockholders, as soon thereafter as practicable. The Proxy Statement shall include the recommendation of the Board in favor of the Stock Purchase, subject to Section 4.4. Section 4.3 STOCKHOLDERS MEETING. Unless the Closing is to occur without a vote of the Company's stockholders, the Company shall call and hold its Stockholders Meeting as promptly as practicable and in accordance with applicable laws for the purpose of voting upon the approval of the Stock Purchase. Except as contemplated by Section 4.4, the Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and approval of the transactions contemplated hereby and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals. Page 164 of 229 Section 4.4 ALTERNATIVE TRANSACTIONS. The Company shall not, or permit any of its officers, directors, employees, financial advisors and other representatives on behalf of the Company to: (1) enter into any agreement or other arrangement with respect to, or take any other action to effect, any Alternative Transaction (as hereinafter defined); (2) solicit, initiate or encourage (including, without limitation, by way of furnishing information), or take any other action to facilitate, any inquiry or the making of any proposal to any of the Company, its subsidiaries and its stockholders from any person which constitutes, or may reasonably be expected to lead to, a proposal with respect to an Alternative Transaction with respect to any of the Company and its subsidiaries, or endorse any Alternative Transaction; or (3) continue, enter into or participate in any activities, discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of any of the Company and its subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing; PROVIDED, that this Section 4.4 shall not prohibit (i) the Company from (A) furnishing to any person that has made an unsolicited, bona fide written proposal with respect to an Alternative Transaction information concerning the Company and its subsidiaries and the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its subsidiaries or (B) engaging in discussions or negotiations with such person that has made such written proposal with respect to an Alternative Transaction, (ii) following receipt of such written proposal with respect to an Alternative Transaction, the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act, (iii) following receipt of such written proposal with respect to an Alternative Transaction, the Board from withdrawing or modifying the Board's approval of the Stock Purchase, or (iv) the Board from recommending that the stockholders of the Company accept and approve such proposal with respect to an Alternative Transaction or authorizing, recommending or proposing an agreement with respect to such written proposal; PROVIDED, HOWEVER, that the Company or the Board, as the case may be, shall (w) take any action referred to in the preceding clause (iv) only after the Company gives the Purchasers two business days advance notice of its intention to take any such action, (x) take any action referred to in the preceding clauses (i), (iii) and (iv) above only after the Board (after having consulted with its financial advisors) concludes in good faith that any proposed Alternative Transaction referred to in such clauses offers terms more favorable to the Company and its stockholders from a financial point of view than the Investment (including arrangements under the Commercial Agreements), taking into account (A) the terms and conditions of the proposed Alternative Transaction and this Agreement (including the other Transaction Documents and the Commercial Agreements), respectively, (B) all other legal, Page 165 of 229 financial, regulatory and other aspects of such proposed Alternative Transaction and the Investment (including arrangements under the Commercial Agreements), (C) the identity of the person proposing such Alternative Transaction, (D) the Board's determination of whether such proposed Alternative Transaction is reasonably capable of being completed and (E) whether financing for such proposed Alternative Transaction, to the extent required, as reasonably determined by the Board of Directors, will be available (an Alternative Transaction meeting the forgoing criteria on its most recently amended or modified terms, if amended or modified, a "Superior Proposal"), and only if in the good faith opinion of the Board (based upon an opinion of the Company's outside counsel) to do so is required in the exercise of the directors' fiduciary duties and (y) furnish to the person making such Superior Proposal any information referred to in the preceding clause (i) only if both (A) the Company then promptly furnishes such information to the Purchasers, or shall have previously furnished such information to the Purchasers, and (B) such information shall be so furnished to such person pursuant to a confidentiality agreement no less favorable to the Company then the terms of the Confidentiality Agreement referred to in Section 4.6 and (z) shall take any action referred to in the preceding clauses (i), (ii) and (iii) only if the Board of Directors of the Company shall promptly thereafter, by written notice delivered to the Purchasers, inform the Purchasers of its intention to take such action. The Company will promptly notify the Purchasers if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. The Company shall cease and cause to be terminated any existing activities, discussions or negotiations with all persons (other than the Purchasers or any affiliate of, or any person acting in concert with, the Purchasers) conducted on or before the date of this Agreement with respect to any Alternative Transaction. The Company shall inform the persons referred to in the first sentence of this Section 4.4 of the obligations undertaken by it in this Section 4.4. Section 4.5 ACCESS TO INFORMATION. Upon reasonable notice and subject to restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), the Company shall (and shall cause each of its subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Purchasers, reasonable access, during the period from the date hereof until the Closing Date, to all of its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its subsidiaries to) furnish promptly to the Purchasers and the officers, employees, accountants, counsel and other representatives of the Purchasers, all information concerning its business, properties and personnel as the Purchasers may reasonably request, and shall make available to the Purchasers the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Company's business, properties and personnel as the Purchasers may reasonably request. Each party shall keep such information confidential in accordance with the terms of Section 4.6 hereof. Section 4.6 CONFIDENTIALITY. It is understood by each of the Purchasers that the information, documents and instruments delivered to such Purchaser directly or indirectly by the Company or its agents and the information, documents and instruments delivered to the Company by the Purchasers or their respective agents are of a confidential and proprietary nature (the "confidential information"). Each of the parties hereto agrees that both prior and Page 166 of 229 subsequent to the Closing it will maintain the confidentiality of all such confidential information delivered to it by each of the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and covenants hereof and will only disclose such confidential information to its duly authorized officers, partners, directors, representatives and agents. The term "confidential information" does not include any information that (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure directly or indirectly by a Purchaser or one of its agents), (ii) was available to such Purchaser on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not and was not bound by a confidentiality agreement regarding the Company, or (iii) has been independently acquired or developed by such Purchaser without violation of any obligations under this section. Each of the parties hereto further agrees that if the transactions contemplated hereby are not consummated, it will return all such documents and instruments and all copies thereof in its possession to the other party to this Agreement. Each of the parties hereto recognizes that any breach of this Section 4.6 would result in irreparable harm to the other parties to this Agreement and their affiliates and that therefore either the Company or the Purchasers, as the case may be, shall be entitled to seek an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies. Nothing in this Section 4.6, however, shall prohibit the use of such confidential information as in the opinion of the Company's counsel or any Purchaser's counsel are required by law or governmental regulations or judicial process; provided, however, that no such disclosure shall be made without reasonable notice to the party that is the source of such confidential information. Section 4.7 CONSENTS; APPROVALS. The Company shall use commercially reasonable efforts to obtain all consents, waivers, approvals, authorizations or orders required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, (i) consents under the agreements set forth on Section 4.7 of the Company's Disclosure Schedule and (ii) all United States and foreign governmental and regulatory rulings and approvals), and the Company shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) required in connection with the authorization, execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby, in each case as promptly as practicable. The Company and the Purchasers shall furnish promptly all information required to be included in the Proxy Statement or for any application or other filing to be made pursuant to the rules and regulations of any United States or foreign governmental body in connection with the transactions contemplated by this Agreement. The Company also shall use commercially reasonable efforts to obtain all necessary permits and approvals required under applicable Blue Sky Laws to carry out the transactions contemplated hereby and shall furnish all information as may be reasonably requested in connection with any such action. Nothing in this Section 4.6 or any other provision of any Transaction Document shall require any Purchaser to sell or otherwise dispose of any substantial amount of the assets of any of the Purchasers and Page 167 of 229 their respective subsidiaries, whether as a condition to obtaining any consent, waiver, approval, authorization or order from a Governmental Body or any other person or for any other reason. Section 4.8 PUBLIC ANNOUNCEMENTS. The Purchasers and the Company shall consult with each other before issuing any press release or public statement or making any filing with respect to the Stock Purchase or this Agreement and shall not issue any such press release or make any such public statement or filing without the prior consent of the other party, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that a party may, without the prior consent of the other party, issue such press release or make such public statement or filing as may upon the advice of counsel be required by law or the rules and regulations of the Nasdaq National Market ("NASDAQ"), if it has used all reasonable efforts to consult with the other party prior thereto, and shall promptly notify the other parties hereto thereof. Section 4.9 LISTING. The Company shall use its best efforts to (i) continue the quotation of its Common Stock on the Nasdaq during the term of this Agreement and for so long as any of the Shares are outstanding and (ii) to file all forms, accompanied by the appropriate fee, to include the shares of Common Stock into which the Shares are convertible and for which the Warrants may be exercisable, in the Common Stock listed for quotation. Section 4.10 BOARD OF DIRECTORS. The Certificate of Designation provides for up to two directors to be elected by class vote of the holders of Preferred Stock. For so long as the Purchasers or their permitted assignees have a right under the Certificate of Designation to elect one or more directors, this Section 4.10 shall govern the mechanism of their election, and is to operate in conformity with, rather than in addition to, the Certificate of Designation. At such time as such provisions in the Certificate of Designation no longer apply, the provisions of this Section 4.10 shall determine the Company's obligations with regard to the nomination of directors representing the Purchasers. (a) On the day after the Closing Date the Company shall take all necessary action to elect two nominees of the Purchasers to the Company's Board as provided in the Certificate of Designation. No later than the Closing Date, each of U.S. Telesource, Inc. ("TELESOURCE") and Oak shall provide to the Company one nominee's name (the "TELESOURCE NOMINEE" and the "OAK NOMINEE", respectively, and together the "NOMINEES") as soon as practicable after the Closing. The Telesource Nominee shall be elected to the class of directors whose current term expires in 2000 (the "CLASS II") and the Oak Nominee shall be elected to the class of directors whose current term expires in 2001 ("CLASS I"). (b) The Company agrees to take the following action regarding ongoing representation on the Board of Directors: (i) Until the date that Telesource and its affiliates no longer own a number of shares of Preferred Stock and Common Stock greater than or equal to one-quarter of the number of shares of Preferred Stock issued to Telesource on the Page 168 of 229 Closing Date (or Common Stock into which such Preferred Stock was convertible), Telesource will have the right to nominate the Telesource Nominee for a Class II director upon each regular election of such class of directors. Such number of shares shall be appropriately adjusted to reflect stock splits, dividends, recapitalizations and the like. (ii) Until the date that Oak, MeriTech, Accel, Brentwood, Worldview, Bessemer Venture Partners IV, L.P. and Adams Capital Management, L.P. together no longer own a number of shares of Preferred Stock and Common Stock greater than or equal to one-quarter of the number of shares of Preferred Stock issued to all of them on the Closing Date (or Common Stock into which such Preferred Stock was convertible), Oak will have the right to nominate the Oak Nominee for a Class I director upon each regular election of such class of directors. Such number of shares shall be appropriately adjusted to reflect stock splits, dividends, recapitalizations and the like. (iii) In the event that the right of the holders of Preferred Stock to elect two directors pursuant to Section 4(d) of the Certificate of Designation shall terminate, the Purchasers shall designate whichever Nominee is in the class of directors to be elected at the next meeting of stockholders, or if neither Nominee is in such class, then in the next-subsequent class, as the director as to whom a class vote of the Preferred Stock is required. The other Nominee shall then continue in accordance with the Company's by-laws, and the provisions of this Section 4.10 shall control the re-election or replacement of such Nominee. In the event that holders of Preferred Stock have no right to elect any directors pursuant to the Certificate of Designation, this Section 4.10 shall govern the nomination of the Nominees. (iv) Each of Telesource and Oak shall notify the Company in writing of the identity of its Nominee, as applicable, for election to the Board at the same time shareholder proposals are due as set forth in the Company's proxy statement filed the preceding year for an election year when either of them has such a right, which notice shall be conclusive evidence of the consent of such nominee to serve as a director of the Company. In the event either Telesource or Oak fails to provide such notice, the then-serving Telesource Nominee or Oak Nominee, as applicable, for the class of directors being elected shall be deemed to be renominated. The notice shall include all information with respect to such nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A of the Exchange Act. In the event of any vacancy arising by reason of the resignation, death, removal or inability to serve of the Telesource Nominee or the Oak Nominee, Telesource or Oak, as applicable, shall notify the Company of its choice to fill such vacancy, and the Company shall take all actions necessary to elect such person to serve Page 169 of 229 until the next meeting of the stockholders for the election of directors of the Company. (v) In any year when either Telesource or Oak has such a right, the Company shall cause the Telesource Nominee or the Oak Nominee, as applicable, nominated by Telesource or Oak for election to the Board to be included in the slate of nominees presented by the Board to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable efforts to cause the election of such Telesource Nominee or Oak Nominee, as applicable, including soliciting proxies in favor of the election of such nominee. The Company shall not solicit proxies of the stockholders of the Company to vote against any such nominee or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Purchasers pursuant to this Section 4.10. (vi) For so long as the Purchasers' have such a right, the Company shall use its best efforts at all times to take such action as is necessary to ensure that the Board nominates and presents to stockholders the proposed election of the Telesource Nominee or the Oak Nominee, as applicable. As a condition precedent to the inclusion of any proposed nominee to be presented to stockholders by the Board pursuant to this Section 4.10, the Board or, if established, the nominating committee of the Board, may review the information provided pursuant to this Section 4.10 to evaluate in good faith such nominee's character and fitness to serve as a director. If the Board or the nominating committee, as the case may be, determines in good faith that any such nominee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Board or the nominating committee, as the case may be, shall inform Telesource or Oak, as applicable, of such determination, and Telesource or Oak, as applicable, shall then have the right to propose an alternative nominee. (vii) For so long as the Purchasers have the right to nominate nominees for election to the Board as set forth in this Section 4.10, any committee of the Board shall include at least one of the Purchaser Nominees (except for any committee on which neither of them is eligible to serve under the Nasdaq listing rules). Section 4.11 CERTIFICATE OF DESIGNATION. The Company shall, prior to the Closing, cause to be filed with the Secretary of State of Delaware, a certificate of designation in the form attached hereto as EXHIBIT C, establishing the terms and conditions of the Preferred Stock (the "CERTIFICATE OF DESIGNATION"). Section 4.12 INCREASE OF OPTION POOL. The Company shall submit for stockholder approval at the Stockholders Meeting a proposal to approve a 4 million share increase in the Page 170 of 229 number of shares of Common Stock issuable pursuant to the Company's Restated Equity Incentive Plan. Section 1.1 Section 4.13 USE OF PROCEEDS. The proceeds received by the Company from the issuance of the Notes will be used in accordance with the provisions of Section 4.14 hereof, and the proceeds from the sale of the Shares shall be used by the Company in the furtherance of the business plan approved by the Board of Directors on May , 1999, as such plan may be amended by the Board following the Closing (the "BUSINESS STRATEGY PLAN"). Section 4.14 INTERIM OPERATIONS. The Company covenants and agrees that during the period from the date of this Agreement and until the earlier of the termination of this Agreement pursuant to Section 6.1 or the Closing, unless the Company and Two-Thirds in Interest of the Purchasers otherwise prior thereto agree, each of the Company and its subsidiaries shall conduct its business in the ordinary course in the three markets, two pilot programs and facility update programs listed on Schedule 4.14 or in furtherance of the Business Plan as it relates to the period prior to commencement of revenue operations thereunder and shall not, except either as contemplated by this Agreement or in furtherance of the Business Strategy Plan, do any of the following: (i) except for any payments required to obtain consents required to be obtained pursuant to this Agreement, incur, assume or guarantee any liability or pay, discharge or satisfy any liability other than in the ordinary course of business; (ii) create or assume any Lien other than in the ordinary course of business; (iii) waive, release, cancel, settle or compromise any debt, claim or right of any material value; (iv) transfer or waive any material right under any material lease, license or agreement or any material Company Intellectual Property; (v) pay or agree to pay any bonus, extra compensation, pension, continuation, severance or termination pay, or otherwise increase the wage, salary, pension, continuation, severance or termination pay or other compensation (of any nature) to its directors, officers or employees, except as required by law, other than for normal compensation increases and promotions for employees (other than for executive officers) in the ordinary course of business, as provided in the Company's plans and agreements identified in the Disclosure Schedule or as are not material in the aggregate; (vi) make any loan to or enter into any transaction with any of its directors, officers or employees (other than pursuant to any such person's status as an employee of the Company) giving rise to any claim or right of, by, or against any person in an amount or having a value in excess of $10,000 individually, except travel and entertainment advances in the ordinary course of business and consistent with Company policies; (vii) enter into, amend or terminate any material agreement or transaction; (viii) make any contribution to any Employee Plan, other than regularly scheduled contributions and contributions required to maintain the funding levels of any Employee Plan, or make or incur any commitment to establish or increase the obligation of the Company or a subsidiary to any Employee Plan; (ix) create, assume or incur any indebtedness for money borrowed, or guaranties thereof, except for trade accounts payable incurred in the ordinary course of business or borrowings under the Company's working capital line of credit facility as in effect on the date hereof, or issue any debt securities, warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries; (x) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of capital stock of any class, any securities convertible into or exercisable for, or any rights, warrants or options to Page 171 of 229 acquire, any such shares, of the Company or any of its subsidiaries except for (A) the grant of options to acquire not more than 100,000 shares in the aggregate to new employees or promoted employees (other than executive officers) in the ordinary course of business pursuant to its equity incentive plans or automatic grants of options and deferred stock pursuant to the director's equity incentive plan, in each case as in effect on the date hereof or (B) stock issued upon exercise of outstanding options and warrants; (xi) amend or modify any provision of the Business Strategy Plan; (xii) amend or modify any provision of its charter, by-laws or other governing documents, except for the proposed amendments to the Company's by-laws set forth on Schedule 2.8; (xiii) make any capital expenditures for capital improvements or commitments therefor except as committed on the date hereof and in any event limited in the aggregate to $6,200,000; (xiv) expand the Company's network or operations beyond its three existing markets, two pilot programs and facility update program or expand its marketing beyond its three existing markets; (xv) sell, assign or dispose of any of the FCC Licenses listed on Exhibit 2.19 or any right thereunder; or (xvi) agree to or make any commitment to take any actions prohibited by this Section 4.14. Section 4.15 RESTRICTED SECURITIES. Each Purchaser understands that the Shares purchased by it and the Common Stock issued upon conversion thereof (collectively the "SECURITIES") may not be sold, transferred, or otherwise disposed of without registration under the Securities Act, or an exemption therefrom, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. Each Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and all applicable Blue Sky Laws; or (2) (A) Such Purchaser shall have notified the Company of the proposed disposition and (B) such Purchaser shall have furnished the Company with an opinion from counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act and any applicable Blue Sky Laws in connection with such disposition. Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by any Purchaser with or without consideration to a partner, member, subsidiary, shareholder or affiliate of such Purchaser, including, without limitation, any partner of such Purchaser and any venture capital fund now or hereafter existing which is controlled by or is under common control with one or more general partners of such Purchaser, provided such transferee becomes a party to this Agreement and specifically agrees to be bound by the agreement in this Section 4.15. Section 4.16 PREEMPTIVE RIGHTS. Page 172 of 229 (a) Subject to the provisions of Section 4.16 (c), in the event that following the Closing, the Company proposes to raise additional capital through the issuance of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) other than an issuance of Excluded Securities ("New Securities"), each Purchaser shall have the right to purchase equity of such type and on substantially the same economic terms, including purchasing other securities issued by the Company, as the Company issues or sells, such that the Purchaser shall have the opportunity to maintain its then fully-diluted equity ownership percentage in the Company, subject to and in accordance with the provisions of Sections 4.16 (b). The then fully-diluted equity ownership percentage of each Purchaser (such Purchaser's "Purchaser Percentage") shall be the quotient of (i) the sum of the number of shares of Common Stock then held by such Purchaser plus the number of shares of Common Stock issuable upon conversion of any Shares then held by such Purchaser plus the number of shares of Common Stock then held by such Purchaser issued to such Purchaser as New Securities, or issuable upon exercise or conversion of New Securities issued to such Purchaser then held by such Purchaser divided by (ii) the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion of any Shares then outstanding plus the number of shares of Common Stork issuable upon the exercise or conversion of any security exercisable or exchangeable for or convertible into Common Stock. (b) The rights of the Purchaser under Section 4.16(a) shall be effected in accordance with the following: (i) The Company shall give written notice to each Purchaser as soon as practicable of its intention to issue New Securities; (ii) The Company shall supply each Purchaser with copies of all relevant documents relating to such issuance as are provided to potential purchasers in such an issuance at substantially the same time as provided to such potential purchasers; (iii) The Company shall inform potential purchasers of such New Securities of the rights of the Purchasers under this Section 4.16 to subscribe for a portion of such issuance. Each Purchaser shall make a good faith effort to provide the Company with an estimate of its intent to exercise its rights under this Section 4.16 before the Company distributes final documents to potential purchasers of the New Securities; (iv) The Company shall provide each Purchaser with copies of all of the executed agreements relating to each such issuance; and Page 173 of 229 (v) Within ten days following each Purchaser's receipt of agreements pursuant to (iv) above, such Purchaser shall provide written notice to the Company (the "Commitment Notice") as to whether such Purchaser exercises its rights under this Section 4.16 with respect to such issuance, and, if so, the number of securities to be purchased by such Purchaser. If any Purchaser fails to provide the Commitment Notice within the stated ten day period, such Purchaser will be deemed to have waived its rights under Section 4.16 of this Agreement with respect to such issuance. The Commitment Notice of each Purchaser shall constitute a binding and enforceable commitment by such Purchaser subject to any closing conditions contained in the agreements referred to in clause (iv) above, to purchase the lower of (a) number of securities specified in such Purchaser's Commitment Notice and (b) such Purchaser's Purchaser Percentage of the number of securities sold in such issuance at the price and on all of the other terms and conditions of such issuance (including, if appropriate, signing the same documents as signed by other purchasers) either (i) if such issuance has not yet been consummated, at the same time as such securities are sold or (ii) if such issuance has been consummated, within twenty days of the date of the receipt by Purchaser of the agreements pursuant to (iv) above. (c) The rights of each Purchaser under this Section 4.16 shall terminate on the first date on which such Purchaser no longer holds Common Stock or Preferred Stock representing at least 25% of the Common Stock into which the Shares purchased by such Purchaser hereunder are ultimately convertible (determined on an as if fully converted basis). (d) "Excluded Securities" shall mean (i) any securities issued pursuant to any Company equity incentive plan or benefit plan or, (ii) any securities issued in connection with any stock split, stock dividend or other similar event, (iii) any securities issued pursuant to the Rights Plan, (iv) any security issued upon exercise, conversion or exchange of any New Security, Excluded Security or security outstanding on the date hereof, (v) any issuance of securities in a private placement in an offering customarily known as a "144A Offering" in which either the investors have the right to exchange any purchased securities for securities registered under the Securities Act or a similar right to cause the registration of or otherwise freely trade such securities, (vi) any issuance of securities issued to financial institutions or other lenders in connection with any offering of debt securities or borrowing by the Company, (vii) any issuance of securities in a public offering registered under the Securities Act, (viii) any issuance of securities as consideration for the acquisition of assets or any ownership interest in any Person, (ix) any conversion of the Preferred Stock and (x) any other securities deemed to be Excluded Securities by the Company and Two-Thirds in Interest of the Purchasers. Section 4.17 AMENDMENT OF RIGHTS AGREEMENT. Prior to the Closing, the Company shall have amended the Rights Agreement in substantially the form presented to the Purchasers on the date hereof. Page 174 of 229 Section 4.18 FCC APPROVALS. The Company covenants and agrees that within ninety (90) days following the Closing, the Company shall file and use commercially reasonable efforts to obtain a grant of substantive transfer of control applications with the FCC detailing the new ownership of the Company to avoid regulatory delays for future conversion of convertible instruments. ARTICLE V. CONDITIONS TO THE STOCK PURCHASE Section 5.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE STOCK PURCHASE. The respective obligations of each party to effect the Stock Purchase shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) STOCKHOLDER APPROVAL. The Stock Purchase shall have been approved by the holders of at least a majority of the votes cast at the Special Meeting, provided that a quorum shall be present; (b) HSR ACT. All waiting periods applicable to the consummation of the Stock Purchase under the HSR Act shall have expired or been terminated; and (c) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Stock Purchase shall be in effect, nor shall any proceeding brought by any administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; and there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Stock Purchase, which makes the consummation of the Stock Purchase illegal. Section 5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the Purchasers to effect the Stock Purchase are also subject to the following conditions: (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained herein shall be true and correct (as if any materiality qualifications were not contained therein) at and as of the Closing Date as if made at and as of such date, except for (i) changes contemplated by this Agreement, (ii) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date) and (iii) where the failure to be true and correct does not constitute a Material Adverse Effect, with the same force and effect as if made at and as of the Closing Date and the Purchasers shall have received a certificate to such effect Page 175 of 229 signed on behalf of the Company by the Chairman, President or the Chief Financial Officer of the Company; (b) AGREEMENTS AND COVENANTS. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and the Purchasers shall have received a certificate to such effect signed on behalf of the Company by the Chairman, President or Chief Financial Officer of the Company; (c) CONSENTS OBTAINED. All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the due authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except where the failure to receive such consents, waivers, approvals, authorizations or orders could not reasonably be expected to (i) have a Material Adverse Effect on the Company, or (ii) significantly delay or prevent the consummation of the Stock Purchase; (d) AMENDMENT OF THE INDENTURE. The Company shall have obtained the consent of holders of not less than two-thirds in principal amount of the Company's senior notes issued pursuant to the Indenture dated as of February 6, 1997 between the Company and The Bank of New York, as Trustee (the "INDENTURE") to the valid and effective amendment of the Indenture pursuant to an instrument in substantially the form provided to the Purchasers on the date hereof, unless otherwise agreed to by the Company and Two-Thirds in Interest of the Purchasers; (e) OPINION OF COUNSEL. The Purchasers shall have received a written opinion from Ropes & Gray, in form and substance reasonably satisfactory to the Purchasers, substantially in the form of EXHIBIT D hereto; (f) FCC OPINION. The Purchasers shall have received a written opinion from Wiley, Rein & Fielding, the Company's FCC counsel, in form and substance reasonably satisfactory to the Purchasers, substantially in the form of EXHIBIT E hereto; (g) BLUE SKY LAWS. The Company shall have received all permits and other authorizations necessary under the Blue Sky Laws to issue the Shares and the Common Stock issuable upon conversion thereof pursuant to the Stock Purchase; (h) NASDAQ LISTING. The shares of Common Stock issuable upon conversion of the Shares shall have been listed or approved for listing upon notice of issuance on Nasdaq; Page 176 of 229 (i) REGISTRATION RIGHTS AGREEMENT. The Company shall have executed and delivered to the Purchasers the Registration Rights Agreement in substantially the form of EXHIBIT F hereto; (j) DELIVERY OF SHARES. The Company shall have delivered the Shares to be delivered pursuant to Section 1.2 hereof against the payment of the Purchase Price; (k) RESIGNATION OF DIRECTORS. Two current members of the Board shall have resigned immediately prior to Closing and there shall be one Class I vacancy and one Class II vacancy on the Board, to be filled in accordance with Section 4.10; (l) COMMERCIAL AGREEMENTS. The Company and Qwest Communications Corporation ("Qwest") shall have executed and delivered (i) the Qwest Communications Corporation Private Line Services Agreement between the Company and Qwest in the form of Exhibit G, (ii) the Collocation License Agreement between the Company and Qwest in the form of Exhibit H, and (iii) the Coordinated Marketing Agreement between the Company and Qwest in the form of Exhibit I (collectively, the "COMMERCIAL AGREEMENTS"); and (m) CORPORATE PROCEEDINGS. The Secretary or an Assistant Secretary of the Company shall have delivered to the Purchasers a certificate, dated as of the Closing, certifying to the Company's charter and bylaws, the incumbency and specimen signatures of its certain officers and the corporate action taken by the Company in connection with the Transaction Documents. Section 5.3 ADDITIONAL CONDITIONS TO OBLIGATION OF THE COMPANY. The obligation of the Company to effect the Stock Purchase is also subject to the following conditions: (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except for (i) changes contemplated by this Agreement and (ii) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date), with the same force and effect as if made on and as of the Closing Date, and the Company shall have received a certificate to such effect signed by the President or Chief Financial Officer of each Purchaser or of the general partner of each of the Purchasers, as applicable; (b) AGREEMENTS AND COVENANTS. The Purchasers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed by the President or Chief Financial Officer of the general partner or manager of each of the Purchasers; Page 177 of 229 (c) CONSENTS OBTAINED. All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the due authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except where the failure to receive such consents, waivers, approvals, authorizations or orders could not reasonably be expected to (i) have a Material Adverse Effect on the Company, or (ii) significantly delay or prevent the consummation of the Stock Purchase; PROVIDED, that the Company will be deemed to have waived this condition if the failure to obtain such consents and waivers is due to the Company's material breach of its obligations under this Agreement; (d) PAYMENT OF PURCHASE PRICE. Each of the Purchasers shall have delivered full payment of the Purchase Price for the Shares to be purchased by such Purchaser at the Closing as set forth on Schedule I hereof. (e) STANDSTILL AGREEMENT. The Standstill Agreement in the form of Exhibit K shall have been duly executed and delivered by each of the Purchasers party thereto and shall be in full force and effect and shall not have been breached in any material respect by any of such Purchasers. (f) COMMERCIAL AGREEMENTS. The Company and Qwest shall have executed and delivered each of the Commercial Agreements. ARTICLE VI. TERMINATION Section 6.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date, notwithstanding approval thereof by the stockholders of the Company: (a) by mutual written consent of the Company and Two-Thirds in Interest of the Purchasers; or (b) by either Two-Thirds in Interest of the Purchasers or the Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase; or (c) by Two-Thirds in Interest of the Purchasers, if the requisite vote of the stockholders of the Company shall not have been obtained by the Final Maturity Date (provided that the right to terminate this Agreement under this Section 6.1(c) shall not be Page 178 of 229 available to the Purchasers to the extent that their failure to provide information required to be included in the proxy statement has been the cause of or resulted in the failure to obtain the requisite stockholder vote on or before such date); or (d) by Two-Thirds in Interest of the Purchasers or the Company, (i) if any representation or warranty of the Company or the Purchasers, respectively, set forth in this Agreement shall be untrue when made, or (ii) upon a breach of any covenant or agreement on the part of the Company or the Purchasers set forth in this Agreement, such that the conditions set forth in Sections 5.2(a), 5.2(b), 5.3(a) or 5.3(b), as the case may be, would not be satisfied, provided that if any of the circumstances set forth in clause (i) or (ii) is curable within forty-five calendar days after notice of the Company's or the Purchasers', as the case may be, intent to terminate this Agreement, through the exercise of reasonable efforts and for so long as the Company or the Purchasers, as the case may be, continues to exercise such reasonable efforts, neither the Purchasers nor the Company, as the case may be, may terminate this Agreement under this Section 6.1(d) until after the last day of such period; or (e) by Two-Thirds in Interest of the Purchasers, if the Company or the Board shall have (A) authorized or recommended (or publicly announced its intention to authorize or recommend) an agreement with respect to an Alternative Transaction with respect to any of the Company and its subsidiaries, (B) recommended that the stockholders of the Company accept or approve any such Alternative Transaction or (C) modified or amended the approval by the Board of the Stock Purchase, including any modification or rescission of the adoption of resolutions covering the matters addressed in Section 2.4(b) and Section 4.17, in any respect materially adverse to the Purchasers or withdrawn such Board approval or authorized or recommended opposing the transaction; PROVIDED that (x) a communication of the Company to the Purchasers that advises that the Company has received a proposal with respect to an Alternative Transaction and that takes no position with respect to such proposal shall not be deemed to be a modification, amendment or withdrawal of the Board's approval of the Stock Purchase and (y) a "stop-look-and-listen" communication of the nature contemplated in Rule 14d-9(e) under the Exchange Act with respect to an unsolicited tender offer or exchange offer that, if concluded in accordance with the terms thereof, would constitute or result in an Alternative Transaction with respect to any of the Company and its subsidiaries (other than the Stock Purchase), without more, shall not be deemed to be a modification, amendment or withdrawal of the Board's approval of the Stock Purchase if, within the time period contemplated by Rule 14e-2 under the Exchange Act, the Board shall publicly confirm its approval of the Stock Purchase and recommend against the acceptance of such tender offer or exchange offer by the stockholders of the Company; or (f) by the Company, if (A) the Board of Directors of the Company shall have determined that an unsolicited, bona fide proposal made by any person with respect to an Page 179 of 229 Alternative Transaction with respect to the Company is a Superior Proposal, (B) the Board of Directors of the Company shall have complied in all material respects with Section 4.4 with respect to actions taken or proposed to be taken by the Company or the Board of Directors of the Company with respect to such Superior Proposal, (C) the Company shall have notified the Purchasers in writing, not less than two business days in advance of taking such action, of its election to terminate the obligations of the parties pursuant to this Section 6.1(f) for the purpose of recommending that the stockholders of the Company accept or approve such Superior Proposal or authorizing, recommending or proposing an agreement with respect to such Superior Proposal, (D) the Company and its advisors and representatives shall have discussed with the Purchasers during such two day period the modifications to the terms of this Agreement, the Transaction Documents and the Commercial Agreements that would permit the Company to conclude the Investment in lieu of concluding such Superior Proposal, and (E) at the end of such two business day period the Board of Directors of the Company shall have determined that such Superior Proposal continues to constitute a Superior Proposal; or (g) by the Company or Two-Thirds in Interest of the Purchasers, if the Closing has not occurred by the end of the second business day following the Final Maturity Date (provided that the right to terminate this Agreement under this Section 6.1(g) shall not be available to any party whose material breach of any representation or warranty or failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date). Section 6.2 EFFECT OF TERMINATION. In the event of the termination of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 6.3 and Section 7.1 hereof, and (ii) nothing herein shall relieve any party from liability for any breach hereof. Section 6.3 FEES AND EXPENSES. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Stock Purchase is consummated; provided that, the Company shall pay the reasonable fees (not to exceed $150,000) and expenses of counsel to the Purchasers incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and any other instruments and agreements contemplated hereby, and the Company shall pay all fees incurred in connection with all required filings under the HSR Act (not to exceed $180,000). Page 180 of 229 ARTICLE VII. GENERAL PROVISIONS Section 7.1 EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS; KNOWLEDGE, ETC. (a) Except as otherwise provided in this Section 7.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement and certificates delivered pursuant hereto shall survive the Closing Date until the date that is three months after the filing of the Company's Annual Report on Form 10-K for the period ended December 31, 1999 or upon the termination of this Agreement pursuant to Section 6.1, as the case may be, at which time they shall terminate and be of no further force or effect, except that the agreement set forth in Section 4.6 shall survive for two years from the Closing Date, the agreements contained in Sections 4.10, 4.13, 4.15, 4.16, 7.1 or 7.2 shall last indefinitely, unless sooner terminated in accordance with their respective terms and the agreement set forth in Section 6.3 shall survive the Closing Date until paid. (b) Any disclosure made with reference to one or more sections of the Company Disclosure Schedule shall be deemed disclosed with respect to any section with such Disclosure Schedule to which such disclosure reasonably relates. Section 7.2 RESTRICTIVE LEGENDS. Each certificate representing Shares or Conversion Shares shall bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 or the securities laws of any state and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or an applicable exemption to the registration requirements of such Act or such laws. The securities represented by this certificate were issued pursuant to, and the holder hereof is entitled to certain rights and subject to certain obligations contained in, a Stock Purchase Agreement dated as of June __, 1999, a copy of which is available for inspection at the principal office of the issuer hereof, and will be furnished without charge to the holder of such securities upon written request. Each certificate representing Shares or Conversion Shares shall also bear any other legends required by any applicable law. Page 181 of 229 Section 7.3 NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made if and when delivered personally or by overnight courier to the parties at the following addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified below (or at such other address or telecopy number for a party as shall be specified by like notice): (a) If to the Purchasers, to such address listed on Schedule I hereto, with a copy to: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, CA 94025 Attn: Brooks Stough, Esq. Telecopier No.: (650) 321-2800 Telephone No.: (650) 463-5370 and to: O'Melveny & Myers LLP 1999 Avenue of the Stars Los Angeles, CA 90067-6035 Attn: Steven L. Grossman, Esq. Telecopier No.: (310) 246-6779 Telephone No.: (310) 553-6700 (b) If to the Company: Advanced Radio Telecom Corp. 500 108th Avenue NE, Suite 2600 Bellevue, WA 98004 Attn: Thomas M. Walker, Esq., General Counsel Telecopier No.: (425) 990-1642 or (425) 688-0703 Telephone No.: (425) 990-1669 With a copy to: Ropes & Gray One International Place Boston, MA 02110 Attn: Mary E. Weber, Esq. Telecopier No.: (617) 951-7050 Telephone No.: (617) 951-7391 Page 182 of 229 Section 7.4 CERTAIN DEFINITIONS. For purposes of this Agreement, the term: (a) "AFFILIATE" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person; including, without limitation, any partnership or joint venture in which the first mentioned person (either alone, or through or together with any other subsidiary) has, directly or indirectly, an interest of 10% or more; (b) "ALTERNATIVE TRANSACTION" means, whether concluded or intended to be concluded in any transaction or series of transactions, any of the following with respect to the Company and its subsidiaries (other than the transactions contemplated by this Agreement): (1) the acquisition from the Company or from any third persons of any equity securities of the Company as a result of which the holders of equity securities of the Company immediately before such transaction would own beneficially directly or indirectly less than 75% of the equity securities of the Company issued and outstanding immediately after such transaction; (2) the merger or consolidation of any of the Company with or into any person other than the Company or one of its wholly-owned subsidiaries as a result of which the holders of equity securities of the Company immediately before such transaction would own beneficially directly or indirectly less than 75% of the equity securities of the Company or the surviving entity issued and outstanding immediately after such transaction; (3) the sale of a substantial portion of the assets of the Company and its subsidiaries to any person or group other than the Company or its wholly-owned subsidiaries; or (4) any transaction (whether or not any of the Company or its subsidiaries shall be a party thereto) as a result of which a majority of the members of the board of directors, or similar officials, of the Company or such subsidiary would not be persons who on the day after the closing date of such transaction were members of the board of directors, or similar officials, or who were nominated for election or elected with the approval of a majority of the directors, or similar officials, who were directors, or similar officials, on that date or whose nomination or election was previously so approved. Page 183 of 229 (c) "CONTROL" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise; (d) "GOVERNMENTAL BODY" means any agency, bureau, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state, county or local, domestic or foreign, of competent jurisdiction. (e) "KNOWLEDGE" means the actual knowledge of any director or executive officer after reasonable investigation; (f) "MATERIAL ADVERSE EFFECT" means, when used in connection with the Company or any of the Company's subsidiaries, as the case may be, any change, effect or circumstance that, individually or when taken together with all changes, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect and with respect to which such phrase is used, (a) has been, is or could reasonably be expected to be materially adverse to the business, assets, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, in each case taken as a whole, or (b) is or is reasonably likely to delay or prevent the consummation of the transactions contemplated hereby. (g) "PERSON" means an individual, corporation, partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act). (h) "SUBSIDIARY" or "SUBSIDIARIES" of the Company or any other person means any corporation, partnership, joint venture or other legal entity of which the Company, or such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. (i) "TWO-THIRDS IN INTEREST" means, prior to the Closing, Purchasers who have agreed to purchase more than 66-???% of the Shares and, on and after the Closing, Purchasers holding more than 66-???% of the Shares then owned by the Purchasers. Section 7.5 NOTIFICATION. The Company and each Purchaser agrees to give prompt notice to the other parties to this Agreement or any other Transaction Document, as the case may be, of (1) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty of the party contained herein or therein to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing Date, any failure Page 184 of 229 of the party to perform or otherwise comply with, in any material respect, any covenant, condition or agreement to be performed or complied with by it hereunder or thereunder and (2) the receipt by the party of written or oral notice from any Governmental Body or other person stating, or causing such party to believe, that there is a reasonable likelihood that a consent, waiver, approval, authorization or order required by this Agreement to be obtained from such Governmental Body or other person will not be obtained timely or at all; which covenant of notification shall not limit the right of any other party hereunder or thereunder to require as a condition precedent to the performance of its obligations hereunder or thereunder the continuing accuracy and performance of the representations and warranties and covenants of the notifying party made herein or therein and to receive an unqualified certificate with respect to the same. Section 7.6 AMENDMENT. This Agreement may be amended upon the written consent of the Company and Two-Thirds in Interest of the Purchasers, at any time prior to the Closing Date, and such amendment shall be binding on all of the Purchasers. This Agreement may not be amended except by an instrument in writing signed by the Company and Two-Thirds in Interest of the Purchasers. Section 7.7 WAIVER. At any time prior to the Closing Date, the parties hereto, upon the written consent of the Company and Two-Thirds in Interest of the Purchasers, may (a) extend the time for the performance of any of the obligations or other acts, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein. Any such waiver shall be binding on all of the Purchasers. Section 7.8 COOPERATION. Each Purchaser severally and the Company agree to take, or to cause to be taken, all such reasonable and lawful action as may be necessary to make effective and consummate the transactions contemplated by this Agreement. Section 7.9 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 7.10 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. Section 7.11 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and supersedes all prior agreements and undertakings (other than the Confidentiality Agreement Page 185 of 229 dated as of March 1, 1999 between Oak Investment Partners and the Company), both written and oral, among the parties, or any of them, with respect to the subject matter hereof. Section 7.12 ASSIGNMENT. This Agreement shall not be assigned by operation of law or otherwise, except that each Purchaser may assign this Agreement to any direct or indirect wholly-owned subsidiaries of its ultimate parent and to any limited partners of any Purchaser and to any affiliate or sidecar fund of any such Purchaser; PROVIDED, HOWEVER, that the Purchasers' rights pursuant to Section 4.10 may be assigned only to direct or indirect wholly- owned subsidiaries of any Purchaser's ultimate parent, unless the Company's prior written consent is obtained, such consent not to be unreasonably withheld. Such assignment shall not be valid unless as a condition to such assignment, the person to whom this Agreement is assigned (i) delivers to the Company a written instrument by which such person agrees to be bound by the obligations imposed upon the Purchasers under this Agreement to the same extent as if such person had been an original Purchaser hereunder and (ii) becomes a Purchaser hereunder. Section 7.13 PARTIES IN INTEREST. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation, by way of subrogation. Section 7.14 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. Section 7.15 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed and fully performed within the State of New York. Section 7.16 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [This space intentionally left blank.] Page 186 of 229 IN WITNESS WHEREOF, the Company and the Purchasers have caused this Preferred Stock Purchase Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized. The Company: ADVANCED RADIO TELECOM CORP. By: /s/ HENRY C. HIRSCH ----------------------------------------------- Name: Henry C. Hirsch Title: Chairman and CEO The Purchasers: U.S. TELESOURCE, INC. By: /s/ MARC B. WEISBERG ----------------------------------------------- Name: Marc B. Weisberg Title: OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP By: Oak Associates VIII, LLC, General Partner /s/ BANDEL L. CARANO --------------------------------------------------- By: Bandel L. Carano, Managing Member OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP By: Oak VIII Affiliates, LLC, General Partner --------------------------------------------------- /s/ BANDEL L. CARANO By: Bandel L. Carano, Managing Member Page 187 of 229 MERITECH CAPITAL AFFILIATES L.P. By: MeriTech Capital Associates, L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: /s/ PAUL MADERA -------------------------------------- Paul Madera, a managing member MERITECH CAPITAL PARTNERS L.P. By: MeriTech Capital Associates L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: /s/ PAUL MADERA -------------------------------------- Paul Madera, a managing member Page 188 of 229 ACCEL VI L.P. BY: ACCEL VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI ------------------------------ Managing Member ACCEL INTERNET FUND II L.P. BY: ACCEL INTERNET FUND II ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI ------------------------------ Managing Member ACCEL KEIRETSU VI L.P. By: ACCEL KEIRETSU VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By:/s/ G. CARTER SEDNAOUI ------------------------------ Managing Member ACCEL INVESTORS '98 L.P. By:/s/ G. CARTER SEDNAOUI ------------------------------ General Partner Page 189 of 229 BRENTWOOD ASSOCIATES IX, L.P. By Brentwood IX Ventures, L.L.C. Its General Partners By: /s/ JOHN L. WALECKA ----------------------------------------- Name: John L. Walecka Title: Managing Member BRENTWOOD AFFILIATES FUND III, L.P. By Brentwood IX Ventures, L.L.C. Its General Partner By: /s/ JOHN L. WALECKA ----------------------------------------- Name: John L. Walecka Title: Managing Member COLUMBIA CAPITAL ARTT INVESTORS, LLC By: Columbia Capital, L.L.C. Its: Managing Member By: /s/ JAMES B. FLEMING, JR. ---------------------------------- Name: James B. Fleming, Jr. Title: Managing Director COLUMBIA CAPITAL ARTT PARTNERS, LLC By: Columbia Capital, L.L.C. Its: Managing Member By: /s/ JAMES B. FLEMING, JR. ---------------------------------- Name: James B. Fleming, Jr. Title: Managing Director Page 190 of 229 WORLDVIEW TECHNOLOGY PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI ---------------------------------------------- Name: James Wei Title: Member WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI ---------------------------------------------- Name: James Wei Title: Member WORLDVIEW STRATEGIC PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI ---------------------------------------------- Name: James Wei Title: Member Page 191 of 229 GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHIP ADVENT CROWN FUND II C.V. ADWEST LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* *For all of the above: /s/ ANDREW FILLAT ------------------------------------------------- Andrew Fillat, Senior Vice President Page 192 of 229 BESSEMER VENTURE PARTNERS IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER ------------------------------------------- Name: Robert H. Buescher Title: Manager BESSEC VENTURES IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER ------------------------------------------- Name: Robert H. Buescher Title: Manager Page 193 of 229 COVE VENTURES, LLC By: Cove Road Associates, LLC, Managing Member By: /s/ ROBERT GOODMAN ------------------------------------------ Name: Robert Goodman Title: Managing Member Page 194 of 229 ADAMS CAPITAL MANAGEMENT, L.P. By: ACM Capital Partners II, L.P., General Partner By: Joel P. Adams, General Partner By: /s/ JOEL P. ADAMS ------------------------------------------------ Name: Joel P. Adams Title: General Partner EX-1.D 5 EXHIBIT D Page 194 of 229 EXHIBIT D STOCKHOLDERS AGREEMENT by and among OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP, OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP, MERITECH CAPITAL PARTNERS, ACCEL PARTNERS, BRENTWOOD ASSOCIATES IX, L.P., BRENTWOOD AFFILIATES FUND III, L.P. WORLDVIEW TECHNOLOGY PARTNERS II, L.P., WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P., WORLDVIEW STRATEGIC PARTNERS II, L.P., BESSEMER VENTURE PARTNERS IV L.P., BESSEC VENTURES IV L.P., COVE VENTURES, LLC, ADAMS CAPITAL MANAGEMENT, L.P., COLUMBIA CAPITAL, GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP, GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP, DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP, OAKSTONE VENTURES LIMITED PARTNERSHIP, ADVENT CROWN FUND II C.V., ADWEST LIMITED PARTNERSHIP, ADVENT GLOBAL GECC LIMITED PARTNERSHIP, ADVENT PARTNERS LIMITED PARTNERSHIP and U.S. TELESOURCE, INC. dated as of June 1, 1999 Page 195 of 229 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") dated as of June 1, 1999 is made by and among OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP ("OIP"), OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP ("OAF;" OIP and OAF together being hereinafter referred to as "Oak"), MERITECH CAPITAL PARTNERS ("MeriTech"), ACCEL PARTNERS, BRENTWOOD ASSOCIATES IX, L.P. ("Brentwood IX"), BRENTWOOD AFFILIATES FUND III, L.P. ("Brentwood III"; Brentwood IX and Brentwood III collectively being hereinafter referred to as "Brentwood"), WORLDVIEW TECHNOLOGY PARTNERS II, L.P. ("WTP"), WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. ("WTI"), WORLDVIEW STRATEGIC PARTNERS II, L.P. ("WSP;" WTP, WTI and WSP collectively being hereinafter referred to as "Worldview"), BESSEMER VENTURE PARTNERS IV L.P., BESSEC VENTURES IV L.P., COVE VENTURES, LLC, ADAMS CAPITAL MANAGEMENT, L.P., COLUMBIA CAPITAL ("Columbia"), GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP ("GPEII"), GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP ("GPEIIPGGM"), DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP ("Digital"), OAKSTONE VENTURES LIMITED PARTNERSHIP ("Oakstone"), ADVENT CROWN FUND II C.V. ("Advent"), ADWEST LIMITED PARTNERSHIP ("Adwest"), ADVENT GLOBAL GECC LIMITED PARTNERSHIP ("Advent Global"), ADVENT PARTNERS LIMITED PARTNERSHIP ("Advent Partners;" Columbia, GPEII, GPEIIPGGM, Digital, Oakstone, Advent, Adwest, Advent Global and Advent Partners collectively being hereinafter referred to as the "Columbia/Advent Stockholders") and U.S. TELESOURCE, INC. ("USTI") (each of which individually is hereinafter referred to as a "Stockholder" and all of which collectively are hereinafter referred to as the "Stockholders"). RECITALS WHEREAS, the Stockholders and Advanced Radio Telecom Corp., a Delaware corporation (the "Company"), are party to that certain Preferred Stock Purchase Agreement of even date herewith (the "Stock Purchase Agreement") pursuant to which the Company has agreed to sell, and the Stockholders have agreed to purchase, an aggregate of 2,635,908 shares of Series A Preferred Stock and 501,592 shares of Series B Preferred Stock upon the terms and subject to the conditions set forth therein (such Series A Preferred Stock and Series B Preferred Stock together being hereinafter referred to as the "Preferred Stock"); and WHEREAS, the Stockholders desire to set forth certain understandings with respect to their ownership of certain securities of the Company, such securities being, to the extent owned by the Columbia/Advent Purchasers, all shares of Preferred Stock and any and all shares of Common Stock or other equity securities of the Company into or for which such shares of Preferred Stock may be converted or exchanged (such shares of Preferred Stock and Common Stock being hereinafter referred to as the "Columbia/Advent Equity Securities") and, to the extent owned by any of the other Stockholders, all equity securities of the Company including, but not limited to, shares of Preferred Stock and any and all shares of Common Stock or other equity securities of the Company into or for which the Preferred Stock may be converted or exchanged (all such securities of the Company, together being hereinafter referred to as "Other Page 196 of 229 Stockholder Equity Securities", and together with the Columbia/Advent Equity Securities, the "Equity Securities"). AGREEMENT NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto do hereby agree as follows: ARTICLE 1 CERTAIN DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings (capitalized terms used but not defined herein shall have the meanings assigned to them in the Stock Purchase Agreement): Section 1.1 "Affiliate" shall have the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act as in effect on the date hereof. Section 1.2 "Business Plan" means the business plan for the Company referred to in Section 4.13 of the Stock Purchase Agreement. Section 1.3 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. Section 1.4 "person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or governmental entity. ARTICLE 2 DESIGNATION OF PURCHASER NOMINEES; VOTING AGREEMENT Section 2.1 DESIGNATION OF PURCHASER NOMINEES; QUALIFICATIONS; VOTING AGREEMENT. (a) USTI shall designate the initial Purchaser Nominee whose term as a director of the Company will expire in 2000, and Oak shall designate the initial Purchaser Nominee whose term as a director of the Company will expire in 2001, each by written notice to the Company and to the other Stockholders delivered not later than three business days prior to the Closing Date and, thereafter (so long as they are entitled to do so under the Stock Purchase Agreement), they shall each designate any successor to such initial Purchaser Nominee by written notice to the Company and to the other Stockholders delivered not later than three business days prior to the date on which shareholder proposals are due as set forth in the Company's proxy statement for the preceding year. In the event that any Purchaser Nominee Page 197 of 229 shall for any reason cease to serve as a director of the Company prior to the election of his successor, the Stockholder that designated such Purchaser Nominee shall designate a replacement Purchaser Nominee by written notice to the Company and to the other Stockholders delivered not later than 20 business days after the date on which such person shall have ceased to be a director of the Company. (b) Neither USTI nor Oak shall designate any person as a Purchaser Nominee if (i) such person is not reasonably experienced in business or financial matters, (ii) such person has been convicted of, or has pled nolo contendere to, a felony, (iii) the election of such person to the Board would violate any law, or (iv) any event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred with respect to such person. (c) (i) At each annual or special meeting of stockholders of the Company or in any action by written consent of stockholders of the Company, each of the Stockholders shall vote any and all Equity Securities of the Company held by such Stockholder for the election or reelection, as the case may be, of the Purchaser Nominees to the Board. (ii) At each annual or special meeting of stockholders of the Company or in any action by written consent of stockholders of the Company, for so long as the transfer restrictions under Section 3.01 of the Standstill Agreement shall not have been terminated (as opposed merely to their having been suspended) thereunder and there shall not have occurred both an Oak Transfer Event and a USTI Transfer Event (each as defined below), each of the Stockholders other than the Columbia/Advent Stockholders shall vote any and all Equity Securities of the Company held by such Stockholder with respect to all other matters that may be submitted to or otherwise come before the stockholders of the Company for their vote (x) until such time as either (1) Oak, MeriTech and/or Worldview, individually or in the aggregate, shall have distributed to their respective limited partners or otherwise transferred to any person other than any of their respective Affiliates Equity Securities representing in the aggregate 50% or more of the amount (subject to adjustment from time to time to reflect intervening subdivisions or combinations of the stock, stock splits, stock dividends or similar matters) of Equity Securities acquired by USTI on the Closing Date (the consummation of any transfer that causes such threshold to be met or exceeded being herein referred to as an "Oak Transfer Event"), or (2) USTI shall have transferred to any person other than any of its Affiliates Equity Securities representing in the aggregate 50% or more of the amount (subject to adjustment from time to time to reflect intervening subdivisions or combinations of the stock, stock splits, stock dividends or similar matters) of Equity Securities acquired, in the aggregate, by Oak, MeriTech and Worldview on the Closing Date (the consummation of any transfer that causes such threshold to be met or exceeded being herein referred to as a "USTI Transfer Event"), then as USTI and Oak shall jointly direct (PROVIDED, HOWEVER, that in the event that USTI and Oak fail to reach an agreement as to such direction with respect to any matter and/or fail to communicate such direction to the other Stockholders in sufficient time for the other Stockholders to vote accordingly, then the other Stockholders shall be free to vote on such matter as they may determine in their respective sole discretion), (y) from and after the occurrence of an Oak Transfer Event (but prior to the occurrence of a USTI Transfer Event), then as USTI shall direct and (z) from and after the occurrence of a USTI Transfer Event (but prior to the occurrence of an Oak Transfer Event), then as Oak shall direct. The voting agreement set forth in Section Page 198 of 229 2.1(c)(ii) may be terminated (i) prior to the occurrence of either an Oak Transfer Event or a USTI Transfer Event, by mutual written agreement of Oak and USTI and written notice to the other Stockholders, (ii) from and after the occurrence of an Oak Transfer Event (but prior to the occurrence of a USTI Transfer Event), by USTI in its sole discretion by written notice to Oak and the other Stockholders and (iii) from and after the occurrence of a USTI Transfer Event (but prior to the occurrence of an Oak Transfer Event), by Oak in its sole discretion by written notice to USTI and the other Stockholders. Each Stockholder shall be present, in person or represented by proxy, and shall vote, at all stockholder meetings of the Company. (d) No Stockholder or any person in control (as such term is defined in the definition of Affiliate) of a Stockholder shall form, join or in any way participate in concert with any other persons pursuant to any agreement, understanding or other arrangement, whether written or oral, with respect to Equity Securities, or deposit any Equity Securities in any voting trust or subject any Equity Securities to any voting agreement or other arrangement with similar effect, except, in each instance, for such as are or may be created by or pursuant to this Agreement. (e) The Stockholders acknowledge and agree that the provisions of this Section 2.1 shall constitute a voting agreement under and for purposes of Section 218 of the Delaware General Corporation Law. For so long as this Agreement is in effect, if any Stockholder fails or refuses to vote any or all of the Equity Securities held by such Stockholder as required by Section 2.1(c), then without any further action by such Stockholder, each other Stockholder willing so to vote such voting securities shall have an irrevocable proxy so to vote those voting securities in accordance with this Agreement, and each Stockholder hereby grants to the other Stockholders such irrevocable proxy. Section 2.2 INSTRUCTIONS TO PURCHASER NOMINEES AND OTHER REPRESENTATIVE DIRECTORS; BUSINESS PLAN. Each of USTI and Oak shall cause their respective Purchaser Nominee, subject to the exercise of his or her fiduciary duties, to vote in accordance with instructions received from each of USTI and Oak, which instructions shall include direction to vote to approve all actions on the part of the Company that are required for the implementation of or are otherwise consistent with the terms of the Business Plan. ARTICLE 3 TRANSFERS Section 3.1 RESTRICTIONS ON TRANSFER. (a) The Stockholders acknowledge that the Equity Securities are subject to certain other restrictions on transfer as set forth in the Stock Purchase Agreement and the Standstill Agreement, and that the restrictions on transfer imposed under this Section 3.1 shall be in addition to such other restrictions on transfer. (b) During the period beginning on the date hereof and ending upon the automatic conversion of the Series A Preferred Stock into Common Stock pursuant to Section 5.9 of the Certificate of Designation, no Stockholder shall transfer or contract to transfer any Page 199 of 229 share of Equity Securities ("Shares") now owned or hereafter acquired by such Stockholder except for: (i) transfers by a Stockholder to one or more of its Affiliates (provided that the transferring Stockholder shall require the Affiliate transferee to agree to be bound by, and to execute and deliver to each of the other Stockholders a copy of, this Agreement, and that the transferring Stockholder shall be and remain liable for the compliance with the terms and conditions of this Agreement by the Affiliate transferee); (ii) transfers registered pursuant to and in compliance with the terms of the Registration Rights Agreement; (iii) transfers by way of distribution to the limited partners of any Stockholder (and transfers by any "affiliate" or "sidecar" fund of any such distributing Stockholder of that percentage of the total number of Shares held by such "affiliate" or "sidecar" fund on the Closing Date representing the same percentage of the total number of Shares held by the distributing Stockholder on the Closing Date that is so distributed to the Stockholder's limited partners); PROVIDED, HOWEVER, that no transfer (whether by way of distribution or otherwise) pursuant to the exceptions provided for in this Section 3.1(b)(iii) shall be made prior to the day after the day on which the directors to be elected at the Company's 2000 annual meeting of stockholders are in fact elected; and (iv) transfers by USTI representing transfers of that same percentage of the total number of Shares held by USTI on the Closing Date as the percentage of the total number of Shares held by any other Stockholder on the Closing Date that has been distributed by such other Stockholder to such other Stockholder's limited partners pursuant to the exception provided for in Section 3.1(b)(iii). (c) Except as otherwise provided by law, if any Stockholder shall transfer any Shares in contravention of the provisions of Section 3.1(b), the rights of the transferee or other beneficiary of such transfer shall be subordinate and subject to the rights and obligations of the Stockholders under and pursuant to this Agreement. The Stockholders acknowledge and agree that the restrictions on transfer of Shares set forth in this Article III are reasonable and necessary to accomplish the purposes of this Agreement, and bear some reasonably necessary relation to the best interests of the Company. ARTICLE 4 CERTAIN REPRESENTATIONS AND WARRANTIES AND COVENANTS Section 4.1 LIQUIDATION OR DISTRIBUTION DATES. Schedule 4.1 hereto sets forth the earliest date on which, under or pursuant to each of their governing documents or agreements, each of the Stockholders will or may be required to liquidate or otherwise to distribute the Equity Securities held by each of them, respectively. Section 4.2 MERITECH. The parties acknowledge that, notwithstanding the preamble hereto, MeriTech has not yet been organized and therefore has not executed and delivered and is not yet a party to this Agreement. Oak, Worldview, Accel and Brentwood shall take any and all actions that may be or become necessary to ensure that promptly after MeriTech is organized and has executed and delivered the Stock Purchase Agreement, MeriTech shall execute and deliver and become a party to this Agreement, and Oak, Worldview, Accel and Brentwood shall ensure the due and timely performance of and compliance with, and, if and to the extent any of them is not so performed, shall be jointly and severally responsible to the Stockholders for the performance of, all agreements and obligations of MeriTech under and Page 200 of 229 pursuant to this Agreement and the Stock Purchase Agreement. If at any time MeriTech shall cease to be a party to the Stock Purchase Agreement, at such time MeriTech also shall cease to be a party to this Agreement. Section 4.3 NO INCONSISTENT AGREEMENTS. None of the Stockholders is party to, and none of them shall enter into, any other agreement with respect to the voting or transfer or any other indicia of ownership of any Equity Securities, nor is any of them party to, nor shall any of them enter into, any other agreement that contains any term or provision that conflicts with or is inconsistent with the terms and provisions of this Agreement. Section 4.4 RELEASE AND DISCHARGE OF USTI AND OAK. Each Stockholder hereby irrevocably releases and forever discharges each of the USTI and Oak from any liability or responsibility for any acts performed or omitted to be performed in directing the vote as contemplated by Section 2.1(c)(ii); PROVIDED, HOWEVER, that each of USTI and Oak may nevertheless be liable to the other Stockholders for any act performed or omitted to be performed to the extent attributable to its gross negligence or willful misconduct. ARTICLE 5 MISCELLANEOUS Section 5.1 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, all of which shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Section 5.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. Section 5.3 ENTIRE AGREEMENT. This Agreement contains the entire agreement among the Stockholders with respect to the subject matter hereof. This Agreement is not intended to confer upon any person not a party hereto (or their successors and assigns) any rights or remedies hereunder. Section 5.4 EXPENSES. Except as otherwise provided in the Stock Purchase Agreement, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Section 5.5 NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made (i) when delivered personally or by telecopier, (ii) when mailed first class registered or certified mail, postage prepaid, or (iii) on the day following deposit with a reputable overnight courier, charges prepaid, to each respective party as specified in Section 7.3 of the Stock Purchase Agreement. Page 201 of 229 Section 5.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Neither this Agreement nor any rights or obligations under it are assignable by any party hereto, except pursuant to a transfer of Shares permitted under Section 3.1(b)(i). Section 5.7 HEADINGS. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof. Section 5.8 AMENDMENTS AND WAIVERS. This Agreement may be amended only by agreement in writing of all parties. No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided. Section 5.9 INTERPRETATION. For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms "hereof", "herein", and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section and paragraph references are to the Articles, Sections and paragraphs, of this Agreement unless otherwise specified, (iii) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified, (iv) the word "or" shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Section 5.10 SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. Section 5.11 FURTHER ASSURANCES. Each Stockholder agrees that, from time to time, each of them will, and will cause their respective Affiliates to, execute and deliver such further instruments and take such other action as may be necessary to carry out the purposes and intents hereof. Section 5.12 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges that, in view of the uniqueness of the arrangements contemplated by this Agreement, each party would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agree that the other parties hereto shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled, at law or in equity. Page 202 of 229 Section 5.13 ATTORNEY'S FEES. In the event of any action, complaint, petition, or other proceeding ("Action") by any party arising under or out of, in connection with or in respect of, this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses incurred in such Action. Attorney's fees incurred in enforcing any judgment in respect of this Agreement are recoverable as a separate item. The parties intend that the preceding sentences be severable from the other provisions of this Agreement, survive any judgment and, to the maximum extent permitted by law, not be deemed merged into such judgment. Section 5.14 EFFECTIVENESS; AUTOMATIC TERMINATION. The covenants set forth in Articles II and III of this Agreement shall become effective only on and as of the Closing Date. All other provisions of this Agreement shall become effective on and as of the date hereof. This Agreement shall automatically terminate and be of no further force and effect if and when the Stock Purchase Agreement shall be terminated prior to the Closing pursuant to Section 6.1 thereof. Page 203 of 229 IN WITNESS WHEREOF, each Stockholder has caused this Stockholders Agreement to be executed by its duly authorized representative as of the date first above written. OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP By: Oak Associates VIII, LLC, General Partner /s/ BANDEL L. CARANO --------------------------------------------- Name: Bandel L. Carano, Managing Member OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP By: Oak VIII Affiliates, LLC, General Partner /s/ BANDEL L. CARANO --------------------------------------------- Name: Bandel L. Carano, Managing Member Page 204 of 229 [Stockholders Agreement] MERITECH CAPITAL AFFILIATES L.P. By: MeriTech Capital Associates, L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: _________________________________________ Paul Madera, a managing member MERITECH CAPITAL PARTNERS L.P. By: MeriTech Capital Associates L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: _________________________________________ Paul Madera, a managing member Page 205 of 229 [Stockholders Agreement] ACCEL VI L.P. BY: ACCEL VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI ------------------------------------------------ Managing Member ACCEL INTERNET FUND II L.P. BY: ACCEL INTERNET FUND II ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI ------------------------------------------------ Managing Member ACCEL KEIRETSU VI L.P. By: ACCEL KEIRETSU VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI ------------------------------------------------ Managing Member ACCEL INVESTORS '98 L.P. By: /s/ G. CARTER SEDNAOUI ------------------------------------------------ General Partner Page 206 of 229 [Stockholders Agreement] BRENTWOOD ASSOCIATES IX, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partners By: /s/ JOHN L. WALECKA -------------------------------------------- Name: John L. Walecka Title: Managing Member BRENTWOOD AFFILIATES FUND III, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner By: /s/ JOHN L. WALECKA -------------------------------------------- Name: John L. Walecka Title: Managing Member Page 207 of 229 [Stockholders Agreement] COLUMBIA CAPITAL By: /s/ JAMES B. FLEMING, JR. -------------------------------------------- Name: James B. Fleming, Jr. Title: Managing Director Page 208 of 229 [Stockholders Agreement] WORLDVIEW TECHNOLOGY PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI -------------------------------------------- Name: James Wei Title: Member WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI -------------------------------------------- Name: James Wei Title: Member WORLDVIEW STRATEGIC PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI -------------------------------------------- Name: James Wei Title: Member Page 209 of 229 [Stockholders Agreement] GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHIP ADVENT CROWN FUND II C.V. ADVENT LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* *For all of the above: /s/ ANDREW FILLAT --------------------------------------------------- Andrew Fillat, Senior Vice President Page 210 of 229 [Stockholders Agreement] BESSEMER VENTURE PARTNERS IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER --------------------------------------- Name: Robert H. Buescher Title: Manager BESSEC VENTURES IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER --------------------------------------- Name: Robert H. Buescher Title: Manager COVE VENTURES, LLC By: Cove Road Associates, LLC, Managing Member By: /s/ ROBERT GOODMAN --------------------------------------- Name: Robert Goodman Title: Managing Member Page 211 of 229 [Stockholders Agreement] ADAMS CAPITAL MANAGEMENT, L.P. By: ACM Capital Partners II, L.P., General Partner By: Joel P. Adams, General Partner By: /s/ JOEL P. ADAMS ------------------------------------------------ Name: Joel P. Adams Title: General Partner Page 212 of 229 [Stockholders Agreement] U.S. TELESOURCE, INC. By: /s/ MARC B. WEISBERG ---------------------------------------------- Name: Marc B. Weisberg Title: President and Chief Executive Officer EX-1.E. 6 EXHIBIT E Page 213 of 229 EXHIBIT E STANDSTILL AGREEMENT This Standstill Agreement (the "Agreement"), dated as of June 1, 1999, is between Advanced Radio Telecom Corp., a Delaware corporation (the "Company") and each of the parties listed on Schedule I hereto (the "Purchasers"). WHEREAS, simultaneously with the execution of this Agreement, the Purchasers are entering into an agreement to purchase shares of the Company's Series A and Series B Convertible Preferred Stock (the "Preferred Stock") pursuant to the Stock Purchase Agreement (the "Purchase Agreement") among the Company and the Purchasers dated as of the date hereof; and WHEREAS, the Company and each of the Purchasers desire to establish in this Agreement certain conditions of such Purchaser's and such Purchaser's Affiliates' relationship with Company; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 DEFINITIONS. (a) "ACQUISITION PROPOSAL" shall mean a bona fide, written proposal, which proposal includes all material terms of a proposed transaction, received by the Board of Directors of the Company from any Person or Group proposing to enter into a transaction which, if effected, would constitute a Change of Control of the Company. (b) "AFFILIATE" shall have the meaning given it in Rule 12b-2 under the Exchange Act. (c) "ASSOCIATE" shall have the meaning given it in Rule 12b-2 under the Exchange Act. (d) "BENEFICIAL OWNER" shall have the meaning given it in Rule 13(d)(3) under the Exchange Act; and "Beneficially Own" and "Beneficial Ownership" shall apply to securities held by a Beneficial Owner. (e) "CHANGE OF CONTROL" shall mean (1) the acquisition by a Third Party of more than 50% of the Company's then outstanding Voting Stock, excluding however, a purchase agreement with an underwriter or group of underwriters in a registered public offering to the public; (2) the consummation of a merger, acquisition, consolidation or Page 214 of 229 reorganization or series of such related transactions involving the Company, unless both (x) immediately after such transaction or transactions, the stockholders of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the outstanding Voting Stock of the Company (or, if the Company shall not be the surviving company in such merger, consolidation or reorganization, the Voting Stock of the surviving corporation issued in such transaction in respect of Voting Stock of the Company shall represent at least 50% of the Voting Stock of such surviving company), and (y) the Company is not subject to an agreement that provides that individuals who are directors of the Company immediately prior to such transaction (or individuals designated by the Company at or before the closing of such transaction) shall constitute less than a majority of the directors of the Company (or such surviving company, as the case may be) after the closing of such transaction; (3) a change or changes in the membership of the Company's Board of Directors which represents a change of a majority or more of such membership during any twelve month period (unless such change or changes in membership are caused by the actions of the then-existing Board of Directors); (4) an Insolvency Proceeding (as defined below); or (5) the consummation of a sale of all or substantially all of the Company's assets unless immediately after such transaction, the stockholders of the Company immediately prior to such transaction shall beneficially own at least 50% of the Voting Stock of the acquiring company. (f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. (g) "GROUP" shall have the meaning provided in Section 13(d)(3) of the Exchange Act. (h) "INSOLVENCY PROCEEDING" shall mean (1) an assignment for the benefit of creditors, (2) the filing by the Company of a petition to have the Company adjudged insolvent, bankrupt or seeking a reorganization or liquidation under any law relating to bankruptcy, insolvency or receivership, (3) an appointment of a receiver or trustee for all or substantially all of the assets of the Company unless appointed without the Company's consent, in which case if after 60 days such appointment has not been vacated or stayed, (4) a public admission in writing of the Company's inability to pay its debts as they come due, or (5) the adoption of a plan of liquidation or dissolution by the Board of Directors of the Company. (i) "PERSON" means an individual, corporation, partnership, association, trust, unincorporated organization or other entity. (j) "STOCKHOLDERS AGREEMENT" shall mean the Stockholders Agreement in the form attached as Exhibit A, and as amended with the agreement of the Company. (k) "THIRD PARTY" shall mean any Person (other than any Purchaser and its Affiliates and Associates) or Group (other than any Group that includes any Purchaser or its Affiliates or Associates). Page 215 of 229 (l) "TOTAL VOTING POWER" at any date, with respect to any Person, shall mean the total combined Voting Power of all the Voting Stock of such Person then outstanding and entitled to vote. (m) "TWO-THIRDS IN INTEREST" means, prior to the closing of the transactions contemplated by the Purchase Agreement, Purchasers (and permitted assignees) who have agreed to purchase more than 66 2/3% of the shares of Preferred Stock pursuant to the Purchase Agreement and, on and after the closing of the transactions contemplated by the Purchase Agreement, Purchasers (and transferees, pursuant to Section 4.01(a) hereof) holding more than 66 2/3% of the shares of Preferred Stock purchased pursuant to the Purchase Agreement then owned by the Purchasers. (n) "VOTING POWER" with respect to any Voting Securities of any Person on any date shall mean the voting power in the general election of directors of the relevant Person to which such Voting Securities would be entitled on such date. (o) "VOTING STOCK" of any Person shall mean any securities entitled to vote generally in the election of directors of such Person, or any direct or indirect rights or options or warrants to acquire any such securities or any securities (including, without limitation, the Preferred Stock) convertible or exercisable into or exchangeable for such securities, whether or not such securities are so convertible, exercisable or exchangeable at the time of determination. ARTICLE II TERM SECTION 2.01 TERM. The term (the "Term") of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following: (a) the fourth anniversary of the Closing under the Purchase Agreement; (b) the termination of the Purchase Agreement prior to the Closing in accordance with its terms; and (c) the date, following the Closing, on which the Company has no further obligations under Section 4.9 of the Purchase Agreement with respect to the election to the Company's Board of Directors of any nominee of UST or Oak Investment Partners and no nominee of UST or Oak Investment Partners designated and elected to the Company's Board of Directors pursuant to the provisions of Section 4.9 of the Purchase Agreement is a director of the Company. Page 216 of 229 ARTICLE III STANDSTILL PROVISIONS SECTION 3.01 RESTRICTIONS OF CERTAIN ACTIONS. Each of the Purchasers hereby severally agrees that during the Term, neither it nor any Affiliate or Associate of such Purchaser will, singly or as part of a Group, directly or indirectly: (a) acquire or offer, make a proposal or agree to acquire (whether publicly or otherwise), in any manner, any material assets of the Company or its subsidiaries or any equity securities of the Company or its subsidiaries (or Beneficial Ownership thereof), except (1) pursuant to a stock split, stock dividend, recapitalization, reclassification or similar transaction not effected pursuant to a violation of this Section 3.01, (2) upon the conversion of the Preferred Stock into Common Stock in accordance with the Company's Certificate of Incorporation, (3) pursuant to the Rights Agreement dated as of June 20, 1997 between the Company and BankBoston, N.A. or (4) pursuant to the exercise of rights pursuant to Section 4.16 of the Purchase Agreement. (b) make or in any way propose or participate in any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any Person, other than the Company, with respect to the solicitation or voting of any Voting Securities of the Company in opposition to any matter that has been recommended by the Board or in favor of any matter that has not been approved by the Board, or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Company except pursuant to the Stockholders Agreement. (c) form, be a member of, join or encourage the formation of, any Group with respect to any Voting Securities of the Company or the acquisition of any assets of the Company other than any such Group resulting from, and solely to the extent set forth in, the Stockholders Agreement; (d) deposit any Voting Stock of the Company into a voting trust or subject any such Voting Stock to any arrangement or agreement with respect to the voting thereof other than the Stockholders Agreement; (e) seek election to or seek to place a representative on the Board of Directors of the Company (except pursuant to Section 4.10 of the Purchase Agreement or Section 4.4 of the Certificate of Designation (the "Certificate") relating to the Preferred Stock and except for any chief executive officer of the Company) or seek the removal of any member of the Board of Directors the Company other than pursuant to the Stockholders Agreement or the Certificate; (f) call or seek to have called any meeting of the stockholders of Company other than participation as a director of the Company in calling, or seeking to have called, meetings of stockholders generally; Page 217 of 229 (g) solicit, seek to effect, negotiate with or provide any information to any other party with respect to, or make any statement or proposal, whether written or oral, to the Board of Directors of Company or otherwise make any public announcement or proposal whatsoever with respect to a merger or acquisition of the Company the sale of all or a substantial portion of the assets of the Company and its subsidiaries, liquidation of the Company, recapitalization of the Company or similar business transactions with respect to the Company or take any action which might require either party to make a public announcement with respect to any such matters (the foregoing shall not limit the Purchaser from discussing any Third Party Acquisition Proposal with, or providing any information with respect thereto to, the Company or other Purchasers); or (h) instigate, encourage or assist, or enter into any discussions or arrangements with, any Third Party to do any of the actions described in Sections 3.01(a) through (h) (the foregoing shall not limit the Purchaser from discussing any Third Party Acquisition Proposal with the Company or other Purchasers); (i) If any Purchaser or any of its Affiliates or Associates owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to persons who are not Affiliates or Associates thereof but only in compliance with the provisions of this Section 3.01 and Section 4.01; PROVIDED, HOWEVER, that Company may also pursue any other available remedy to which it may be entitled as a result of such violation. Notwithstanding the restrictions contained in this Section 3.01, the Purchasers shall not be prevented from complying with the requirements of Sections 13(d) and 16(a) of the Exchange Act and the rules and regulations thereunder, in each case, as from time to time in effect, or any successor provisions or rules with respect thereto, or any other applicable law or rule or regulation of any governmental body. Notwithstanding the restrictions contained in this Section 3.01, if, prior to the Closing (as defined in the Purchase Agreement), the Company receives an Acquisition Proposal from a Third Party and the Company (i) publicly announces that it is considering the Acquisition Proposal or that it is engaged in discussions with respect to a sale or other transaction involving a Change of Control, (ii) withdraws or modifies its approval of the Stock Purchase (as defined in the Purchase Agreement) or (iii) notifies the Purchasers of its intent to terminate the Purchase Agreement pursuant to Section 6.1 (f) of the Purchase Agreement (each of the foregoing is a "Limited Trigger") then the Purchasers shall be free to take any action otherwise prohibited by Sections 3.01(a) (but limited to any acquisition from, offer to, proposal to or agreement with the Company or its subsidiaries), 3.01(b), 3.01(c), 3.01(g) or 3.01(h) in contemplation of, and to make, an Acquisition Proposal to be made during the period from the occurrence of the Limited Trigger until the Company notifies the Purchasers that the Company has rejected such Acquisition Proposal. SECTION 3.02 SUSPENSION OF RESTRICTIONS. The limitations provided in Section 3.01 and Section 4.01 shall immediately be suspended upon the occurrence of any of the following events. Page 218 of 229 (a) any Third Party commences a tender or exchange offer seeking to acquire Beneficial Ownership of 50% or more of the outstanding shares of Voting Stock, but only if (i) the Company has not within 10 days after commencement of such offer (or such longer period as may then be permitted under applicable law for the Company's initial recommendation with respect to such offer), publicly recommended that such offer not be accepted, or (ii) all of the material conditions to such offer relating to the elimination or satisfaction of the material defensive provisions established by the Company, including any rights plan or similar defensive provision of the Company have been satisfied or waived; (b) the Company's receipt of an Acquisition Proposal from any Third Party but only if the Company has not, within 15 days after such receipt, rejected such Acquisition Proposal; (c) the occurrence of a Change of Control of the Company; (d) the public announcement by the Company that it is "for sale"; (e) the execution of a definitive agreement which, if consummated, would result in a Change of Control of the Company; (f) the public announcement by or on behalf of any Person or Group (other than the Purchaser and its Affiliates) of the commencement of a bona fide proxy or consent solicitation subject to Section 14 of the Exchange Act (or any successor provision) to elect or remove a majority of the directors of the Company which is not, within 10 days after the announcement of such proxy or consent solicitation (or such longer period as may then be permitted under applicable law for the Company's initial recommendation with respect to such contest if such a period is specified) publicly opposed by the Company's Board of Directors and which would, if successful, result in a change in the composition of a majority of the Board of Directors of the Company; or (g) the adoption by the Board of Directors of a plan of liquidation or dissolution. The Company shall provide the Purchaser with prompt written notice of the occurrence of any of the events set forth in this Section 3.01 or of the receipt by the Company of an Acquisition Proposal from any Third Party (such notice to be provided within ten days after receipt thereof, but without disclosing the terms thereof or the identity of such Third Party). Upon any (i) withdrawal or lapsing of any such tender or exchange offer referred to in Section 3.02(a) in which such Third Party does not acquire more than 15% of the outstanding Voting Stock of the Company, (ii) withdrawal, rejection or termination of an Acquisition Proposal referred to in Section 3.02(b), (iii) the public withdrawal of any "for sale" notice referred to in Section 3.02(d), (iv) the termination of the agreement referred in Section 3.02(e) without consummation thereof, (v) the withdrawal or termination or failure of the solicitation referred to in Section 3.02(f) or (vi) the termination of the plan of liquidation referenced in Section 3.02(g), as the case may be, the limitations provided in Sections 3.01 and 4.01 (except to the extent then Page 219 of 229 suspended as a result of any other event specified in Section 3.02) shall again be applicable for so long as and only to the extent provided therein without any extension of the term thereof. ARTICLE IV TRANSFER RESTRICTIONS SECTION 4.01 PERMITTED TRANSFERS. During the Term, but only until the second anniversary of the Closing under the Purchase Agreement, the Purchaser shall not sell, pledge, hypothecate, assign or otherwise transfer (each a "Transfer") any Voting Securities of the Company other than the following Transfers: (a) A Transfer to an Affiliate of such Purchaser, provided that such Affiliate becomes a party to, and agrees to be bound by, this Agreement; (b) A Transfer by partnerships by way of distribution to a limited partner or former limited partner of such Purchaser that is not an Affiliate of such Purchaser; (c) A private Transfer (i) to any "person" (within the meaning of Section 13(d)(3) of the Exchange Act), that is not an Affiliate or Associate of such Purchaser, which to the knowledge of the Purchaser after inquiry beneficially owns or, as a result of such sale or transfer, will beneficially own less than ten percent (10%) of the Total Voting Power of the Company (a "Permitted Transferee"), PROVIDED, THAT such person will not be Permitted Transferee and no such transfer shall be permitted if such person, has proposed a business combination or similar transaction with, or a Change of Control of the Company or (ii) to an account managed by an institutional manager described in Rule 13f-1 of the Exchange Act with respect to which the transferred Voting Securities would constitute "Section 13(f) securities" within the meaning of Rule 13f-1(c) of the Exchange Act; and (d) a sale to the public (i) pursuant to Rule 144 of the Securities Act or (ii) pursuant to the exercise by the Purchasers of their rights under the Registration Rights Agreement. ARTICLE V MISCELLANEOUS SECTION 5.01 ENFORCEMENT. Each of the Purchasers, on the one hand, and Company, on the other, acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically its provisions in any court having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity. Page 220 of 229 SECTION 5.02 ENTIRE AGREEMENT; WAIVERS. This Agreement, the Purchase Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), shall constitute a continuing waiver unless otherwise expressly provided nor shall be effective unless in writing and executed (i) in the case of a waiver by Company, by the Company and (ii) in the case of a waiver by the Purchasers, by "Two-Thirds in Interest" of the Purchasers. SECTION 5.03 AMENDMENT OR MODIFICATION. The parties hereto may not amend or modify this Agreement except in such manner as may be agreed upon by a written instrument executed by the Company and Two-Thirds in Interest of the Purchasers. SECTION 5.04 SUCCESSORS AND ASSIGNS. All the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors and assigns (each of which such transferees, successors and assigns shall be deemed to be a party hereto for all purposes hereof); PROVIDED, HOWEVER, that (i) neither Company nor any Purchaser may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Two-Thirds in Interest of the Purchasers or the Company, respectively and (ii) no transfer or assignment by any party shall relieve such party of any of its obligations hereunder. SECTION 5.05 SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. It is declared to be the intention of the parties that they would have executed the remaining provisions without including any that may be declared unenforceable. SECTION 5.06 HEADINGS. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. SECTION 5.07 COUNTERPARTS. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties, and each such executed counterpart will be an original instrument. SECTION 5.08 NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing (including telecopy or similar teletransmission), addressed as follows: Page 221 of 229 If to the Company, to: Advanced Radio Telecom Corp. 500 108th Avenue NE, Suite 2600 Bellevue, WA 98004 Attn: Thomas M. Walker, Esq., General Counsel Telecopier No: (425) 990-1642 or (425) 688-0703 Telephone No: (425) 990-1669 with a copy to: Ropes & Gray One International Place Boston, MA 02110 Attn: Mary E. Weber, Esq. Telecopier No: (617) 951-7050 Telephone No: (617) 951-7391 (a) if to the Purchasers, to such address listed on Schedule I to the Purchase Agreement, with a copy to: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, CA 94025 Attn: Brooks Stough, Esq. Telecopier No: (650) 321-2800 Telephone No: (650) 463-5370 O'Melveny & Myers, LLP 1999 Avenue of the Stars Los Angeles, California 90067-6035 Attn: Steven Grossman, Esq. Telecopier No: (310) 246-6779 Telephone No: (310) 553-6700 Unless otherwise specified herein, such notices or other communications shall be deemed received (a) in the case of any notice or communication sent other than by mail, on the date actually delivered to such address (evidenced, in the case of delivery by overnight courier, by confirmation of delivery from the overnight courier service making such delivery, and in the case of a telecopy, by receipt of a transmission confirmation form or the addressee's confirmation of receipt), or (b) in the case of any notice or communication sent by mail, three business days after being sent, if sent by registered or certified mail, with first-class postage prepaid. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. Page 222 of 229 SECTION 5.09 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the domestic substantive law of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any other jurisdiction. SECTION 5.10 TERMINATION. This Agreement will terminate at the end of the Term or earlier upon the written approval of the Company and Two-Thirds in Interest of the Purchasers. SECTION 5.11 FIDUCIARY DUTIES. Notwithstanding the restrictions set forth herein, any director of the Company may exercise his fiduciary duties in his capacity as a director with respect to the Company, as opposed to taking action with respect to the direct or indirect ownership of any Voting Stock, and no such exercise of fiduciary duties shall be deemed to be a breach of or a violation of the restrictions set forth herein, and none of the Purchasers shall have any liability hereunder for any such exercise of fiduciary duties by such director in his capacity as a director of the Company. [Remainder of Page Intentionally Blank] Page 223 of 229 [Standstill Agreement] IN WITNESS WHEREOF, the Company and the Purchasers have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized. The Company: ADVANCED RADIO TELECOM CORP. By: /s/ HENRY C. HIRSCH ---------------------------------------------------- Name: Henry C. Hirsch Title: Chairman and CEO The Purchasers: U.S. TELESOURCE, INC. By: /s/ MARC B. WEISBERG ---------------------------------------------------- Name: Marc B. Weisberg Title: President and Chief Executive Officer OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP By: Oak Associates VIII, LLC, General Partner /s/ BANDEL L. CARANO ---------------------------------------------------- By: Bandel L. Carano, Managing Member OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP By: Oak VIII Affiliates, LLC, General Partner /s/ BRANDEL L. CARANO ---------------------------------------------------- By: Bandel L. Carano, Managing Member Page 224 of 229 [Standstill Agreement] MERITECH CAPITAL AFFILIATES L.P. By: MeriTech Capital Associates, L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: /s/ PAUL MADERA ----------------------------------------- Paul Madera, a managing member MERITECH CAPITAL PARTNERS L.P. By: MeriTech Capital Associates L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: /s/ PAUL MADERA ----------------------------------------- Paul Madera, a managing member Page 225 of 229 [Standstill Agreement] ACCEL VI L.P. BY: ACCEL VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI --------------------------------------------- Managing Member ACCEL INTERNET FUND II L.P. BY: ACCEL INTERNET FUND II ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI --------------------------------------------- Managing Member ACCEL KEIRETSU VI L.P. By: ACCEL KEIRETSU VI ASSOCIATES L.L.C. ITS GENERAL PARTNER By: /s/ G. CARTER SEDNAOUI --------------------------------------------- Managing Member ACCEL INVESTORS '98 L.P. By: /s/ G. CARTER SEDNAOUI --------------------------------------------- General Partner Page 226 of 229 [Standstill Agreement] BRENTWOOD ASSOCIATES IV, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partners By: /s/ JOHN L. WALECKA ------------------------------------- Name: John L. Walecka Title: Managing Member BRENTWOOD AFFILIATES FUND IX, L.P. By: Brentwood IX Ventures, L.L.C. Its General Partner By: /s/ JOHN L. WALECKA ------------------------------------- Name: John L. Walecka Title: Managing Member Page 229 of 229 [Standstill Agreement] WORLDVIEW TECHNOLOGY PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI ------------------------------------------- Name: James Wei Title: Member WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI -------------------------------------------------- Name: James Wei Title: Member WORLDVIEW STRATEGIC PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: /s/ JAMES WEI -------------------------------------------------- Name: James Wei Title: Member Page 228 of 229 [Standstill Agreement] BESSEMER VENTURE PARTNERS IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER --------------------------------------------- Name: Robert H. Buescher Title: Manager BESSEC VENTURES IV L.P. By: Deer IV & Co. LLC, General Partner By: /s/ ROBERT H. BUESCHER --------------------------------------------- Name: Robert H. Buescher Title: Manager COVE VENTURES, LLC By: Cove Road Associates, LLC, Managing Member By: /s/ ROBERT GOODMAN --------------------------------------------- Name: Robert Goodman Title: Managing Member Page 229 of 229 [Standstill Agreement] ADAMS CAPITAL MANAGEMENT, L.P. By: ACM Capital Partners II, L.P., General Partner By: Joel P. Adams, General Partner By: /s/ JOEL P. ADAMS ----------------------------------------------- Name: Joel P. Adams Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----