This Rights Agreement (the "Agreement") is made as of the 28th day of March, 2000 by and among Advanced
Radio Telecom Corp., a Delaware corporation ("ART"), Paul Bachow, an individual and Bachow
Communications, Inc., a Delaware corporation ("BCI"). This Agreement is entered into as an inducement to ART
entering into the Asset Acquisition Agreement (the "Asset Acquisition Agreement"), dated the date hereof,
between ART and BCI. The effectiveness of this Agreement is conditioned upon the occurrence of the Closing
(as defined in the Asset Acquisition Agreement).
In consideration of the foregoing, the mutual agreements herein and other adequate consideration, the parties
hereby agree as follows:
1.1 "1999 Population" shall mean the number of people residing on December 31, 1999 within a given
geographic area determined by reference to a source mutually agreed to by ART and Paul Bachow.
1.2 "Application License" shall mean any license granted by Final Order pursuant to any application listed on
Schedule 1 or Schedule 2.
1.3 "Auction" shall mean the auction to be conducted by the Federal Communications Commission (the "FCC")
of licenses for fixed point-to-point microwave sources on the 38.6 to 40.0 GHz band ("39 GHz Licenses")
scheduled to begin in April 2000, whether or not such auction begins in April 2000.
1.4 "Bachow Affiliate" shall mean any of Paul Bachow and any person or entity controlled directly or indirectly by
Paul Bachow at any time after the date hereof.
1.5 "Cleared License" shall mean any Pending MX Auction License covering a territory and frequency that is no
longer subject to any legal or regulatory proceedings involving a party other than a Bachow Affiliate.
1.6 "Closing" shall mean any closing of the transfer of Option Licenses to ART upon exercise of the Option.
1.7 "Final Order" shall mean an action by the FCC granting its consent to the assignment of a license, with
respect to which no request for stay, petition for re