THIS ESCROW AGREEMENT (this “ Agreement ”) is entered into as of _______ ___, 2006 by and between AAT HOLDINGS, LLC II , a Delaware limited liability company (“ Seller ”), AAT COMMUNICATIONS CORP ., a New York corporation (“ Company ”), AAT ACQUISITION, LLC , a Delaware limited liability company (“ Buyer ”), and SBA COMMUNICATIONS CORPORATION , a Florida corporation (“ Parent ”), and U.S. BANKCORP , a national banking association (the “ Escrow Agent ”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Stock Purchase Agreement (as defined below).
WHEREAS , Seller owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Company (the “ Common Stock ”); and
WHEREAS , pursuant to the terms and conditions set forth in the Stock Purchase Agreement, dated as of March 17, 2006 (the “ Stock Purchase Agreement ”), Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, all of the 5,634,458.7076 shares of Common Stock owned by Seller; and
WHEREAS , the Stock Purchase Agreement provides that the Escrow Amount will be held in escrow by the Escrow Agent to provide the source of payment for certain payment obligations of Seller that may exist pursuant to Section 2.4(c)(i) and Article VII of the Stock Purchase Agreement.
NOW THEREFORE , the parties hereto desire to establish the terms and conditions pursuant to which such escrow account shall be established and maintained.
AGREEMENT Now, THEREFORE , the parties hereby agree as follows:
On the Closing Date, Seller shall deposit with the Escrow Agent __________ shares of Parent Common Stock (which shall have an aggregate deemed value (the “ Initial Escrow Amount ”) at such time equal to seventy-five million dollars ($75,000,000) based on the SBA Average Closing Price) (the “ Escrow Shares ”). The Escrow Shares and any cash deposited pursuant to Section 5 of this Agreement shall be held by Escrow Agent pursuant to the terms hereof as the source of payment in respect of Seller’s obligations, if any, for any adjustments to Purchase Price due to Buyer pursuant to Section 2.4(c)(i) of the Stock Purchase Agreement and Seller’s indemnification obligations, if any, set forth in Article VII of the Stock Purchase Agreement. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in an escrow account (the “ Escrow Account ”), subject to the terms and conditions of this Agreement. Except as otherwise expressly specified, for all purposes of this Agreement each Escrow Share shall be deemed to have a value equal to the SBA Average Closing Price.