ADVANCED RADIO TELECOM CORP.
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement made as of July 3, 1998 (the "Agreement") among Advanced Radio Telecom
Corp., a Delaware corporation ("ART"), Astrolink Communications, Inc., a Delaware corporation ("Seller"),
James S. Eaton, John P. Erlick, Rise D. Ochser, Michael R. Clark and Richard Ressa (Eaton, Erlick, Ochser,
Clark and Ressa are referred to herein as the "Selling Stockholders" and, together with Seller, the "Sellers").
WHEREAS, ART wishes to purchase, and Seller wishes to sell, certain assets, property and rights of Seller,
listed in Section 1.1 hereof, and defined as the "Assets" therein, in exchange for that number of shares of ART's
Common Stock, $.001 par value per share (the "Common Stock"), set forth in Section 1.3 hereof (the
WHEREAS, the Assets comprise more than ninety (90%) of the assets of Seller; and
WHEREAS, ART and the Sellers desire the Transactions to qualify as a "tax free" reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and the respective covenants and representations and
warranties herein contained, the parties hereto agree as follows:
1. Sale of Assets.
1.1. Sale of Assets. Subject to and upon the terms and conditions of this Agreement, Seller agrees to sell and
transfer to ART and ART agrees to acquire from Seller, free and clear of any pledge, lien, options, warrants,
security interest, mortgage claim, charge, liability, right of first refusal, lease, management agreement, contractual
restrictions on transfer or other encumbrance of any kind whatsoever (the "Liens"), at the Closing (defined below)
all of Seller's right, title and interest in, to and under the following assets (the "Assets"):
(a) the 38 GHz radio authorizations granted by the Federal Communications Commission (the "FCC") listed on
Schedule 1.1 hereto (the "Authorizations") and all other licenses, permits, authorizations a