STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of March 17, 2006, is by and among 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 and an indirect wholly-owned subsidiary of Parent (as defined below) (“ Buyer ”) and SBA COMMUNICATIONS CORPORATION, a Florida corporation (“ Parent ”).
WHEREAS , Seller owns all of the issued and outstanding shares of common stock, par value $0.01 per share (the “ Common Stock ”), of Company; and
WHEREAS , 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 (the “ Shares ”) of Common Stock owned by Seller, pursuant to the terms and conditions set forth herein.
NOW, THEREFORE , in consideration of these premises, the respective representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
“ Agreement ” has the meaning ascribed thereto in the preamble, and will include, except where the context otherwise requires, all of the attached Exhibits and Disclosure Schedules.
“ Affiliate ” of, or a person “ Affiliated ” with, a specified person, means a person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the person specified.
“ Approved Block Trade ” means a block sale of Parent Common Stock which is either (i) approved by Parent (which approval shall not be unreasonably withheld), or (ii) completed within one (1) year of the Closing Date, for an aggregate sales price of no less than $75 million, at a sales price per share that is no less than $22.92, at no more than a 5% discount to the SBA Closing Price and in a bid process in which each of the Approved Underwriters was offered an opportunity to participate for the whole amount of the trade or such lesser portion that any such Approved Underwriter wishes to purchase, or (iii) completed after one (1) year of the Closing Date for an aggregate sales price of no less than $75 million with no other restrictions.
“ Approved Underwriters ” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co., J.P. Morgan Securities Inc. and Lehman Brothers Inc.