Exhibit
10.1


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement, dated December 22, 2009 (this “Agreement”)
is made and entered into by and among FiberTower Corporation, a Delaware
corporation (the “Company”), each of the Guarantors (as defined below)
and each holder of securities of the Company entitled to the benefits of this
Agreement who has executed a counterpart signature page hereto (each a “Holder”
and collectively the “Holders”).


 


WHEREAS, pursuant to the indenture governing the Company’s 9.00%
Mandatorily Redeemable Convertible Senior Secured Notes due 2012 (the “Interim
Notes”), which are guaranteed by the subsidiary guarantors that are parties
thereto (the “Guarantors”), the Company and the Guarantors are required
to enter into this Agreement to provide certain registration rights with
respect to the securities to be issued upon the mandatory redemption of the
Interim Notes to persons who in good faith believe they are or may be deemed to
be “affiliates” of the Company within the meaning of Rule 144 under the
Securities Act;


 


WHEREAS, without in any way limiting the foregoing, any person
receiving Common Stock (as defined below) in the Mandatory Redemption (as
defined below) and who beneficially owns 10% or more of the outstanding shares
of Common Stock following the Mandatory Redemption shall be entitled to the
benefits of this Agreement upon request (it being understood that a person
having beneficial ownership of less than 10% of the Common Stock following the
Mandatory Redemption may likewise, dependent on the facts and circumstances, be
entitled to the benefits of this Agreement if it in good faith believes it is
or may be deemed to be an “affiliate” of the Company within the meaning of Rule 144
under the Securities Act (as defined below)), and further, the execution of a
signature page hereto by any Holder shall not be deemed to be an admission
by such Holder that such holder is an “affiliate” of the Company within the
meaning of Rule 144 under the Securities Act or for any other purpose;


 


WHEREAS, upon such mandatory redemption of the Interim Notes, the
Holders will receive the Company’s 9.00% Senior Secured Notes due 2016 (the “New
Notes”), which will be guaranteed (the “Guarantees”) by the
Guarantors, shares of the Company’s common stock and cash; and


 


WHEREAS, pursuant to the terms of the indenture referenced above, a
portion of the interest on the New Notes due on each interest payment date is
to be paid in additional New Notes (each a “PIK Additional Note” and,
collectively, the “PIK Additional Notes” and, together with the
guarantees thereon, the “PIK Additional Securities”);


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
promises hereinafter set forth, the parties hereto agree as follows:


 


1.                                      Definitions.


 


(a)                                  As used in this Agreement, the following
defined terms shall have the following meanings:


 


“Affiliate” of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. 
For purposes of this definition, control of a person means the power,
direct or indirect, to direct or cause the direction of the management and
policies of such person whether by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


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“Commission” means the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


 


“Common Stock” means the Company’s common stock, par value
$0.001 per share.


 


“DTC” means The Depository Trust Company.


 


“Effective Date” means the date on which the Commission declares
the Shelf Registration Statement effective or on which the Shelf Registration
Statement otherwise becomes effective.


 


“Effectiveness Period” has the meaning assigned thereto in Section 2(b)(i) hereof.


 


“Effective Time” means the time at which the Commission declares
the Shelf Registration Statement effective or at which the Shelf Registration
Statement otherwise becomes effective.


 


“Electing Holder” has the meaning assigned thereto in Section 3(a)(iii) hereof.


 


“Exchange Act” means the United States Securities Exchange Act
of 1934, as amended.


 


“Interim Indenture” means the Indenture, dated as of December 7,
2009, by and among the Company, the Guarantors party thereto and Wells Fargo
Bank, National Association, as Trustee, as amended and supplemented from time
to time in accordance with its terms, pursuant to which the Interim Notes were
issued.


 


“Mandatory Redemption” means the mandatory redemption of the
Interim Notes pursuant to the terms of the Interim Indenture.


 


“Notice and Questionnaire” means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Appendix A hereto.


 


The term “person” means an individual, partnership, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus” means the prospectus (including, without
limitation, any preliminary prospectus, any final prospectus, any free writing
prospectus relating thereto and any prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430B (or any successor provision
thereto) under the
Securities Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the Shelf
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company or the
Guarantors under the Exchange Act and incorporated by reference therein.


 


“Registrable Securities” means the New Notes, the related
Guarantees and the shares of Common Stock to be issued upon the Mandatory
Redemption that are owned of record or beneficially by the Holders, as well as
all other shares of Common Stock beneficially owned by such Holders at the time
of the Mandatory Redemption or thereafter acquired by such Holders and all PIK
Additional Securities to be issued to such Holders in the future pursuant to
the terms of such New Notes; provided, however,
that a security ceases to be a Registrable Security upon the earliest to occur
of (i) the date on which such security has been effectively registered
under the Securities Act and disposed of in accordance with the


 


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Shelf Registration Statement or (ii) the date on
which such security may be distributed by the Holder thereof to the public
without any restriction as to volume, manner of sale or other restrictions
pursuant to Rule 144 (or any successor rule thereto) under the
Securities Act.


 


“Rules and Regulations” means the published rules and
regulations of the Commission promulgated under the Securities Act or the
Exchange Act, as in effect at any relevant time.


 


“Securities Act” means the United States Securities Act of 1933,
as amended.


 


“Shelf Registration” means a registration effected pursuant to Section 2
hereof.


 


“Shelf Registration Statement” means a “shelf” registration
statement filed under the Securities Act providing for the registration of, and
the sale on a continuous or delayed basis by the Holders of, all of the
Registrable Securities pursuant to Rule 415 under the Securities Act
and/or any similar rule that may be adopted by the Commission, filed by
the Company and the Guarantors pursuant to the provisions of Section 2
hereof, including the Prospectus contained therein, any amendments and
supplements to such registration statement, including post-effective
amendments, and all exhibits and all material incorporated by reference in such
registration statement


 


“Suspension Period” has the meaning assigned thereto in Section 2(c) hereof.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, as the same shall be amended from time to time.


 


(b)                                 Wherever there is a reference in this
Agreement to a percentage of the “principal amount” of Registrable
Securities or to a percentage of Registrable Securities, the Shares shall be
treated as representing the principal amount of Securities equal to the market
value of such Shares.


 


2.                                      Shelf Registration.


 


(a)                                  The Company and the Guarantors shall, as
soon as practicable after the date of the Mandatory Redemption, file with the
Commission a Shelf Registration Statement relating to the offer and sale of the
Registrable Securities by the Holders from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and, thereafter, shall use all commercially reasonable
efforts to cause such Shelf Registration Statement to become effective under
the Securities Act as soon as practicable following the occurrence of the
Mandatory Redemption, but in any event no later than 120 days following the
date of the Mandatory Redemption; provided, however,
that no Holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the Prospectus forming a part thereof
for resales of Registrable Securities unless such Holder is an Electing Holder.


 


(b)                                 The Company and the Guarantors shall:


 


(i)                           use all commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective under the
Securities Act in order to permit the Prospectus forming a part thereof to be
usable by Holders until the earliest of (1) the registered sale of all
Registrable Securities registered under the Shelf Registration Statement
pursuant to the Shelf Registration Statement; (2) the time when all
Registrable Securities may be sold by the Holder without any restriction as to
volume, manner of sale or other restrictions pursuant to Rule 144 (or any


 


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successor rule thereto) of the Securities Act; and (3) five years from
the Effective Date (such period being referred to herein as the “Effectiveness
Period”); and


 


(ii)                        after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any Holder of Registrable
Securities that is not then an Electing Holder, take any action reasonably
necessary to enable such Holder to use the Prospectus forming a part thereof
for resales of Registrable Securities, including, without limitation, any
action necessary to identify such Holder as a selling securityholder in the
Shelf Registration Statement provided, however,
that nothing in this subparagraph shall relieve such Holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(ii) hereof.


 


The Company and the Guarantors shall be deemed not to have used all
commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if the Company or the Guarantors
voluntarily take any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities during that period, unless such action is (A) required
by applicable law and the Company and the Guarantors thereafter promptly comply
with the requirements of paragraph 3(j) below or (B) permitted
pursuant to Section 2(c) below.


 


(c)                                  The Company may suspend the use of the
Prospectus for a period not to exceed 30 calendar days in any 90-day period or
an aggregate of 60 days in any 12-month period, (each, a “Suspension Period”)
if the Board of Directors of the Company shall have determined in good faith
that because of valid business reasons (not including avoidance of the Company’s
or the Guarantors’ obligations hereunder), including without limitation the
acquisition or divestiture of assets, pending corporate developments, public
filings with the Commission and similar events, it is in the best interests of
the Company to suspend such use, and prior to suspending such use the Company
provides the Holders with written notice of such suspension, which notice need
not specify the nature of the event giving rise to such suspension and the
Company promptly thereafter complies with the requirements of Section 3(j) hereof.


 


3.                                      Registration Procedures.  In connection
with the Shelf Registration Statement, the following provisions shall apply:


 


(a)                                  (i)                             Not more than 5 business days after the date of the
Mandatory Redemption, the Company and the Guarantors shall mail the Notice and
Questionnaire to each recipient of securities of the Company in the Mandatory
Redemption known by the Company to beneficially own 5% or more of the
outstanding shares of Common Stock following the Mandatory Redemption.  No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement as of the Effective
Time, and no Holder shall be entitled to use the Prospectus forming a part
thereof for resales of Registrable Securities at any time, unless such Holder
has returned a completed and signed Notice and Questionnaire to the Company by
the deadline for response set forth therein; provided,
however, Holders of Registrable
Securities shall have at least 10 business days from the date on which the
Notice and Questionnaire is first received by such Holders to return a
completed and signed Notice and Questionnaire to the Company.


 


(ii)                        After the Effective Time of the Shelf
Registration Statement, the Company and the Guarantors shall, upon the request
of any Holder of Registrable Securities that is not then an Electing Holder,
promptly send a Notice and Questionnaire to such Holder.  The Company and the Guarantors shall not be
required to take any action to name such Holder as a selling securityholder in
the Shelf Registration Statement or to enable such Holder to use the Prospectus
forming a part thereof for resales of Registrable Securities until such Holder
has returned a completed and signed Notice and Questionnaire to the
Company.  If a Notice and Questionnaire


 


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is delivered to
the Company during the periods specified in Section 2(c) hereof, the
Company shall not be obligated to take action to name the Holder delivering
such Notice and Questionnaire as a selling security holder in the Shelf
Registration Statement until the termination of such period.


 


(iii)                     The term “Electing Holder” shall
mean any Holder of Registrable Securities that has returned a completed and
signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or
3(a)(ii) hereof.


 


(b)                                 Upon request by an Electing Holder, the
Company and the Guarantors shall furnish to each Electing Holder, prior to the
Effective Time, a copy of the Shelf Registration Statement initially filed with
the Commission, and shall furnish to such Holders, prior to the filing thereof
with the Commission, copies of each amendment thereto and each amendment or
supplement, if any, to the Prospectus included therein, and shall use all
commercially reasonable efforts to reflect in each such document, at the
Effective Time or when so filed with the Commission, as the case may be, such
comments as such Holders and their respective counsel reasonably may propose.


 


(c)                                  The Company and the Guarantors shall
promptly take such action as may be necessary so that (1) each of the
Shelf Registration Statement and any amendment thereto and the Prospectus
forming a part thereof and any amendment or supplement thereto (and each report
or other document incorporated therein by reference in each case) complies in
all material respects with the Securities Act and the Exchange Act and the
respective Rules and Regulations thereunder, (ii) each of the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) each of the Prospectus forming a part of
the Shelf Registration Statement and any amendment or supplement to such
Prospectus does not at any time during the Effectiveness Period include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.


 


(d)                                 The Company and the Guarantors shall
promptly advise each Electing Holder, and shall confirm such advice in writing
if so requested by any such Electing Holder:


 


(i)                           when a Shelf Registration Statement and
any amendment thereto has been filed with the Commission and when a Shelf
Registration Statement or any post-effective amendment thereto has become
effective;


 


(ii)                        of any request by the Commission for
amendments or supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information;


 


(iii)                     of the issuance by the Commission of any
stop order suspending the effectiveness of the Shelf Registration Statement or
the initiation of any proceedings for such purpose;


 


(iv)                    of the receipt by the Company or the
Guarantors of any notification with respect to the suspension of the
qualification of the securities included in the Shelf Registration Statement
for sale in any jurisdiction or the initiation of any proceeding for such
purpose; and


 


(v)                       of the occurrence of any event or the
existence of any state of facts that requires the making of any changes in the
Shelf Registration Statement or the Prospectus included therein so that, as of
such date, such Shelf Registration Statement and Prospectus do not contain an
untrue statement of a material fact and do not omit to state a material fact
required to be stated


 


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therein or
necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances under which they were made) not misleading (which
advice shall be accompanied by an instruction to such Holders to suspend the
use of the Prospectus until the requisite changes have been made, and which
advice need not specify the nature of the event giving rise to such
suspension).


 


(e)                                  The Company and the Guarantors shall use
all commercially reasonable efforts to prevent the issuance, and if issued to
obtain the withdrawal at the earliest possible time, of any order suspending
the effectiveness of the Shelf Registration Statement.


 


(f)                                    The Company and the Guarantors shall
furnish to each Electing Holder who so requests, without charge, at least one
copy of the Shelf Registration Statement and all post-effective amendments
thereto, including financial statements and schedules, and, if such Electing
Holder so requests in writing, all reports, other documents and exhibits that
are filed with or incorporated by reference in the Shelf Registration
Statement.


 


(g)                                 The Company and the Guarantors shall,
during the Effectiveness Period, deliver to each Electing Holder, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in the Shelf Registration Statement and any amendment or
supplement thereto as such Electing Holder may reasonably request; and the
Company and the Guarantors consent (except during the periods specified in Section 2(c) hereof
or during the continuance of any event or the existence of any state of facts
described in Section 3(d)(v) above) to the use of the Prospectus and
any amendment or supplement thereto by each of the Electing Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.


 


(h)                                 Prior to any offering of Registrable
Securities pursuant to the Shelf Registration Statement, the Company and the
Guarantors shall (i) register or qualify and cooperate with the Electing
Holders and their respective counsel in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or “blue sky” laws of such jurisdictions within the United States as
any Electing Holder may reasonably request, (ii) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long as may be
necessary to enable any Electing Holder to complete its distribution of
Registrable Securities pursuant to the Shelf Registration Statement, and (iii) take
any and all other actions necessary or advisable to enable the disposition in
such jurisdictions of such Registrable Securities; provided,
however, that in no event shall the Company or the Guarantors be
obligated to (A) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to so
qualify but for this Section 3(h), (B) file any general consent to
service of process in any jurisdiction where any of them is not then so subject
or (C) take any action which would subject it to material taxation in any
such jurisdiction where it is not then so subjected.


 


(i)                                     Unless any Registrable Securities shall
be in book-entry only form, the Company and the Guarantors shall cooperate with
the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to the
Shelf Registration Statement, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be
penned, lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall be free of any
restrictive legends and in such permitted denominations and registered in such
names as Electing Holders may request in connection with the sale of
Registrable Securities pursuant to the Shelf Registration Statement.


 


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(j)                                     Upon the occurrence of any event or the
existence of any state of facts contemplated by paragraph 3(d)(v) above
during the Effectiveness Period, the Company and the Guarantors shall (subject
to their right to suspend the use of the Prospectus pursuant to Section 2(c) hereof)
promptly prepare and furnish, at the Company’s expense, a post-effective
amendment to any Shelf Registration Statement or an amendment or supplement to
the related Prospectus or file any other required document with the Commission
so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company and the
Guarantors notify the Electing Holders of the occurrence of any event or the
existence of any state of facts contemplated by paragraph 3(d)(v) above,
the Electing Holder shall suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made (or, in the event that the Company
exercises its suspension rights under Section 2(c) hereof, until the
end of the suspension period).


 


(k)                                  Not later than the Effective Time of the
Shelf Registration Statement, the Company and the Guarantors shall provide
separate CUSIP numbers for all of the Registrable Securities that are debt
securities that are restricted and freely transferable.


 


(l)                                     The Company and the Guarantors shall use
all commercially reasonable efforts to comply with all applicable Rules and
Regulations, and the Company and the Guarantors will make generally available
to their securityholders as soon as reasonably practicable, but in any event
not later than twelve months after (i) the effective date (as defined in Rule 158(c) (or any
successor provision thereto) under the Securities Act) of the Shelf Registration Statement, (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement, and (iii) the date of each filing by the Company with the
Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Shelf Registration Statement, an earnings statement of the
Company and its subsidiaries complying with Section 11(a) (or any
successor provision thereto) of the Securities Act and the Rules and Regulations of the
Commission thereunder (including, at the option of the Company, Rule 158 (or any
successor provision thereto)).


 


(m)                               The Company and the Guarantors shall
cause the Indenture to be timely qualified under the Trust Indenture Act.


 


(n)                                 The Company and the Guarantors shall:


 


(i)                           (A) make reasonably available for
inspection by the Electing Holders and any attorney, accountant or other agent
retained by such Electing Holders, all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries, and (B) cause the Company’s and the Guarantors’ and their
subsidiaries’ officers, directors and employees to supply all information
reasonably requested by such Electing Holders or any such attorney, accountant
or agent in connection with the Shelf Registration Statement, in each case, as
is customary for similar due diligence examinations; provided,
however, that all records, information and documents obtained
hereunder shall be used by such Electing Holders and any such attorney,
accountant or agent, only to exercise their due diligence responsibility and
shall be kept confidential, unless such disclosure is made in connection with a
court proceeding or required by law, or such records, information or documents
become available to the public generally or through a third party without an
accompanying obligation of confidentiality; and provided
further that, if the foregoing inspection and information gathering
would otherwise disrupt the Company’s conduct of its business, such inspection
and information gathering shall, to the greatest extent possible, be
coordinated on behalf of the Electing Holders and the other parties


 


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entitled thereto
by one counsel designated by and on behalf of the Electing Holders and other
parties;


 


(o)                                 The Company will cause the shares of
Common Stock included in the Registrable Securities to be quoted or listed on
the NASDAQ Global Market or other stock exchange or trading system on which the
Common Stock primarily trades on or prior to the Effective Time of the Shelf
Registration Statement hereunder.


 


(p)                                 The Company and the Guarantors shall use
all commercially reasonable efforts to take all other steps necessary to effect
the registration, offering and sale of the Registrable Securities covered by
the Shelf Registration Statement contemplated hereby; provided, however, that
in no event will the method of distribution of the Registrable Securities by
any Holder take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company (which agreement shall
not be unreasonably withheld).


 


4.                                      Registration Expenses.  Except as
otherwise provided in Section 3 hereof, the Company and the Guarantors
shall bear all fees and expenses incurred in connection with the performance of
their obligations under Sections 2 and 3. 
Each Electing Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Electing Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.


 


5.                                      Indemnification and
Contribution.


 


(a)                                  Indemnification by the Company
and the Guarantors.  Upon the registration of the Registrable
Securities pursuant to Section 2 hereof, the Company and the each of
Guarantors shall jointly and severally indemnify and hold harmless each
Electing Holder and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable Securities,
and each of their respective directors, officers, employees and agents and each
person, if any, who controls them within the meaning of Section 15 (or any
successor provision thereto) of the Securities Act or Section 20 (or any successor provision
thereto) of the
Exchange Act (each such person being sometimes referred to as an “Indemnified
Person”) against any loss, claim, damage, liability or expense (or actions
in respect thereof), as incurred, to which such Indemnified Person may become
subject under the Securities Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise, insofar as such
loss, claim, damage or liability (or actions in respect thereof) arises out of
or is based upon an untrue statement or alleged untrue statement of a material
fact contained in any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus
contained therein, or furnished by the Company or the Guarantors to any
Indemnified Person, or any amendment or supplement thereto, or arises out of or
is based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which they were
made) not misleading; and to reimburse the Indemnified Person for any legal or
other expense reasonably incurred by the Indemnified Person in connection with
investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action; provided,
however, that the foregoing indemnity agreement shall not apply to
any loss, claim, damage, liability or expense to the extent (but only to the
extent) arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by, or on behalf
of, the Indemnified Person expressly for use in the Shelf Registration
Statement or Prospectus, or any amendment or supplement thereto.  The indemnity agreement set forth in this Section 5(a) shall
be in addition to any liabilities that the Company and the Guarantors may
otherwise have to the Indemnified Persons.


 


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(b)           Indemnification by the Electing Holders and any Agents and Underwriters.  Each Electing Holder agrees, as a consequence
of the inclusion of any of such Electing Holder’s Registrable Securities in
such Shelf Registration Statement, and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities shall agree, as a consequence of facilitating such
disposition of Registrable Securities, severally and not jointly, to indemnify
and hold harmless the Company and the Guarantors, each of their respective
directors, officers, employees and agents and each person, if any, who controls
the Company and the Guarantors within the meaning of Section 15 (or any
successor provision thereto) of the Securities Act or Section 20 (or any
successor provision thereto) of the Exchange Act, against any loss, claim,
damage, liability or expense (or actions in respect thereof), as incurred, to
which the Company and the Guarantors, or any such director, officer, employee,
agent or controlling person may become subject, under the Securities Act, the
Exchange Act, or other federal or state statutory law or regulation, or at
common law or otherwise, insofar as such loss, claim, damage, liability or
expense (or actions in respect thereof) arises out of or is based upon any
untrue or alleged untrue statement of a material fact contained in the Shelf
Registration Statement or Prospectus, or any amendment or supplement thereto,
or arises out of or is based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading, in each case to the
extent (but only to the extent) that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Shelf Registration
Statement or Prospectus, or any amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder, underwriter, selling agent or other securities
professional, as the case may be, expressly for use therein; and to reimburse
the Company and the Guarantors, or any such director, officer, employee, agent
or controlling person for any legal and other expense reasonably incurred by
the Company and the Guarantors, or any such director, officer, employee, agent
or controlling person in connection with investigating, defending, settling, compromising
or paying any such loss, claim, damage, liability, expense or action.  The indemnity agreement set forth in this Section 5(b) shall
be in addition to any liabilities that any Electing Holder or underwriter,
selling agent or other securities professional which facilitates the
disposition of the Registrable Securities may otherwise have.


 


(c)           Notifications and Other Indemnification Procedures.  Promptly after receipt by an indemnified
party under this Section 5 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 5, notify the
indemnifying party in writing of the commencement thereof, but the omission so
to notify the indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party for contribution or
otherwise under the indemnity agreement contained in this Section 5 to the
extent it is not materially prejudiced as a proximate result of such
failure.  In case any such action is
brought against any such indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party; provided, however, (i) if the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, or (iii) if the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the 


 


9

















 


indemnifying party shall not have the right to direct
the defense of such action on behalf of such indemnified party or parties and
such indemnified party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party’s election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 5 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate
but substantially similar actions in the same jurisdiction arising out of the
same general allegations or circumstances, designated by the indemnified
parties who are parties to such action or actions), (ii) the indemnifying
party has authorized in writing the employment of counsel for the indemnified
party at the expense of the indemnifying party or (iii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying party and shall be paid as
they are incurred.


 


(d)           Settlements.  An
indemnifying party under this Section 5 shall not be liable for any
settlement of any proceeding entered into without its written consent, which
shall not be unreasonably withheld, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such action, suit or proceeding and
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.


 


(e)           Contribution.  If the
indemnification provided for in this Section 5 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties, on the one hand, and
the indemnified party, on the other from the sale of Registrable Securities or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by
applicable law, not only such relative benefits but also the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation (even if the Electing Holders or any
underwriters, selling agents or other securities professionals or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable 


 


10

















 


considerations referred to in this Section 5(d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) (or any
successor provision thereto) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  The obligations of the Electing Holders and
any underwriters, selling agents or other securities professionals in this Section 5(d) to
contribute shall be several in proportion to the percentage of principal amount
of Registrable Securities registered or underwritten, as the case may be, by
them and not joint.


 


(f)            Notwithstanding
any other provision of this Section 5, in no event will any (1) Electing
Holder be required to undertake liability to any person under this Section 5
for any amounts in excess of the dollar amount of the proceeds received by such
Holder from the sale of such Holder’s Registrable Securities (after deducting
any fees, discounts and commissions applicable thereto) pursuant to any Shelf
Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter, selling agent or
other securities professional be required to undertake liability to any person
hereunder for any amounts in excess of the discount, commission or other compensation
paid to such underwriter, selling agent or other securities professional with
respect to the Registrable Securities underwritten by it and distributed to the
public.


 


(g)           The
obligations of the Company and the Guarantors under this Section 5 shall
be in addition to any liability which the Company and the Guarantors may
otherwise have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 5 shall be in addition to any liability which
such Indemnified Person may otherwise have to the Company and the
Guarantors.  The remedies provided in
this Section 5 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to an indemnified party at law or in
equity.


 


6.             Miscellaneous.


 


(a)           No Inconsistent Agreements. 
None of the Company or any of the Guarantors has entered into, and none
of the Company or any of the Guarantors will enter into after the date hereof,
any agreement which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Company’s and each of
the Guarantors’ other issued and outstanding securities under any such
agreements.


 


(b)           Rules 144 and 144A. 
The Company and the Guarantors shall use their commercial reasonable
efforts to file the reports required to be filed by them under the Securities
Act and the Exchange Act in a timely manner and, if at any time the Company and
the Guarantors are not required to file such reports, they will, upon the
request of any Holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rule 144 and, if available, Rule 144A.  The Company and the Guarantors covenant that
they will take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and, if
available, Rule 144A (including the requirements of Rule 144A(d)(4)).


 


(c)           Specific Performance. 
The parties hereto acknowledge that there would be no adequate remedy at
law if the Company and the Guarantors fail to perform any of their respective
obligations 


 


11

















 


hereunder and that the Holders from time to time would
be irreparably harmed by any such failure, and accordingly agree that such
Holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to specific performance of the obligations of
the Company and the Guarantors under this Agreement in accordance with the
terms and conditions of this Agreement, in any court of the United States or
any State thereof having jurisdiction.


 


(d)           Amendments and Waivers. 
This Agreement, including this Section 6(d), may be amended, and
waivers or consents to departures from the provisions hereof may be given, only
by a written instrument duly executed by the Company and the holders of a
majority in aggregate principal amount of Registrable Securities then
outstanding.  Each Holder of Registrable
Securities outstanding at the time of any such amendment, waiver or consent or
thereafter shall be bound by any amendment, waiver or consent effected pursuant
to this Section 6(d), whether or not any notice, writing or marking
indicating such amendment, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.


 


(e)           Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, registered first-class mail, telex, telecopier, or
any courier guaranteeing overnight delivery: (a) if to a Holder, at the
most current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 6(e), which
address initially is the address set forth under such Holder’s signature on the
signature page hereto; and (b) if to the Company or any of the
Guarantors, initially at the Company’s address set forth below, and thereafter
at such other address of which notice is given in accordance with the
provisions of this Section 6(e).


 


If
to the Company or the Guarantors:


 


To:


FiberTower
Corporation


185
Berry Street, Suite 4800


San
Francisco, California 94107


Attention:
Chief Financial Officer


Fax:
(415) 659-0007


 


With a
copy to:


Andrews
Kurth LLP


600
Travis, Suite 4200


Houston,
Texas 77002


Attention:
W. Mark Young


Fax:
(713) 220-4285


 


All
such notices and communications shall be deemed to have been duly given at the
time delivered by hand, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to an air courier guaranteeing overnight delivery.


 


(f)            Parties in Interest. 
The parties to this Agreement intend that all Holders of Registrable
Securities shall be entitled to receive the benefits of this Agreement and that
any Electing Holder shall be bound by the terms and provisions of this
Agreement by reason of such election with respect to the Registrable Securities
which are included in a Shelf Registration Statement.  All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the respective successors and assigns of the parties hereto and
any Holder from time to time of the 


 


12

















 


Registrable Securities, including, without limitation,
and without the need for an express assignment, subsequent Holders and the
indemnified persons referred to in Section 5 hereof.  In the event that any transferee of any
Holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be
entitled to receive the benefits of and, if an Electing Holder, be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement to the aforesaid extent.


 


(g)           Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(h)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(i)            GOVERNING LAW.  THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(j)            FORUM AND WAIVER OF JURY TRIAL.  EACH OF THE COMPANY AND EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY; AND (II) WAIVES (A) ITS
RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING OR STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
HOLDERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY
OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(k)           Severability.  In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


 


(l)            Survival.  The
respective indemnities, agreements, representations, warranties and other
provisions set forth in this Agreement or made pursuant hereto shall remain in
full force and effect, regardless of any investigation (or any statement as to
the results thereof) made by or on behalf of any Electing Holder, any director,
officer or partner of such Holder, any agent or underwriter, any director,
officer or partner of such agent or underwriter, or any controlling person of
any of the foregoing, and shall survive the transfer and registration of the
Registrable Securities of such Holder.


 


13

















 


Please confirm that the foregoing correctly sets forth the agreement
between the Company, the Guarantors and you.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  FiberTower Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name: Thomas Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FiberTower Network Services Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FiberTower Solutions Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FiberTower Licensing Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FiberTower Broadband Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
				



 


Registration Rights Agreement


 

















 


	
   

  	
  Teligent Services Acquisition, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FiberTower Spectrum Holdings LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Scott

  
	
   

  	
   

  	
  Name:  Thomas
  Scott

  
	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
				



 


Registration Rights Agreement


 

















 


Accepted and Agreed to:


 




	
  SOLA LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Christopher Bondy

  	
   

  
	
   

  	
  Name:

  	
  Christopher
  Bondy

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  c/o
  Solus Alternative Asset Management LP

  	
   

  
	
   

  	
  430
  Park Avenue, 9th Floor

  	
   

  
	
   

  	
  New
  York, NY 10022

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SOLUS CORE OPPORTUNITIES MASTER FUND LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Christopher Bondy

  	
   

  
	
   

  	
  Name:

  	
  Christopher
  Bondy

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  c/o
  Solus Alternative Asset Management LP

  	
   

  
	
   

  	
  430
  Park Avenue, 9th Floor

  	
   

  
	
   

  	
  New
  York, NY 10022

  	
   

  
					






 


Registration Rights Agreement


 
















 


Appendix A


 


FIBERTOWER CORPORATION


FORM OF SELLING SECURITYHOLDER NOTICE AND
QUESTIONNAIRE


 


The undersigned beneficial owner of 9.00% Senior Secured Notes due 2016
(the “Notes”) of FiberTower Corporation (“FiberTower”) and shares
of FiberTower’s common stock, $.001 par value, issued upon the mandatory
redemption of FiberTower’s 9.00% Mandatorily Redeemable Convertible Senior
Secured Notes due 2012 (the “Shares” and, together with the Notes, the “Registrable
Securities”), understands that FiberTower and the guarantors of the Notes
(the “Guarantors”) have filed or intend to file with the Securities and
Exchange Commission (the “Commission”) a shelf registration statement or
registration statements on Form S-3 (collectively, the “Shelf
Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Securities in accordance with the terms of the Registration Rights
Agreement, dated as of December 22, 2009 (the “Registration Rights
Agreement”), by and among FiberTower, the Guarantors and the holders of
Registrable Securities named therein. A copy of the Registration Rights
Agreement is available from FiberTower upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Registration Rights Agreement.


 


Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions described
below). Beneficial owners that do not complete this Notice and Questionnaire
and deliver it to FiberTower as provided below will not be named as selling
securityholders in the prospectus and therefore will not be permitted to sell
any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial
owners are encouraged to complete and deliver this Notice and Questionnaire
prior to the initial effectiveness of the Shelf Registration Statement so that
such beneficial owners may be named as selling securityholders in the related
prospectus at the time of effectiveness. Upon receipt of a completed Notice and
Questionnaire from a beneficial owner following the initial effectiveness of
the Shelf Registration Statement, FiberTower will use its commercially
reasonable efforts to, no later than (i) 20 business days following
receipt of such questionnaire or (ii) the end of any period during which
FiberTower has suspended use of the prospectus pursuant to the terms of the
Registration Rights Agreement, file such amendments to the Shelf Registration
Statement or supplements to the related prospectus as necessary to permit such
holder to deliver such prospectus to purchasers of Registrable Securities.


 


Certain legal consequences arise from being named as a selling
securityholder in a Shelf Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities legal counsel regarding the consequences of being named or
not being named as a selling securityholder in a Shelf Registration Statement
and the related prospectus.


 


Notice


 


The undersigned beneficial owner (the “Selling Securityholder”)
of Registrable Securities hereby gives notice to FiberTower of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it
and listed below in Item 3 (unless otherwise specified under such Item 3)
pursuant to the Shelf Registration Statement. The undersigned, by signing and
returning this Notice and


 


A-1

















 


Questionnaire, understands that it will be bound by
the terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement.


 


Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless FiberTower and the Guarantors, each of
their respective directors, officers, employees and agents and each person, if
any, who controls FiberTower or any of the Guarantors within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), from and against
certain losses arising in connection with, among other things, statements
concerning the undersigned made in the Shelf Registration Statement or the
related prospectus in reliance upon the information provided in this Notice and
Questionnaire. If the Selling Securityholder transfers all or any portion of
the Registrable Securities listed in Item 3 below after the date on which such
information is provided to FiberTower, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


 


Questionnaire


 


Please respond to every item, even if your response is “none.” If you
need more space for any response, please attach additional sheets of paper. Please
be sure to write your name and the number of the item being responded to on
each such additional sheet of paper and sign each such additional sheet of
paper and attach it to this Questionnaire. Please be aware that you may be
asked to answer additional questions depending on your responses to the
following questions.


 


If you have any questions about the contents of this Questionnaire or
as to who should complete this Questionnaire, please contact the Secretary of
FiberTower at (415) 659-3500.


 


COMPLETED
QUESTIONNAIRES SHOULD BE RETURNED TO FIBERTOWER


IN THE
FOLLOWING MANNER:


 


COPY BY
FACSIMILE TO:


 


SECRETARY


FAX: (415)
659-0007


 


WITH THE
ORIGINAL COPY TO FOLLOW BY MAIL TO:


 


FIBERTOWER
CORPORATION


SECRETARY


185 BERRY
STREET, SUITE 4800


SAN
FRANCISCO, CA 94107


 


A-2

















 


The undersigned hereby provides the following information to FiberTower
and represents and warrants that such information is accurate and complete:


 


1.                                      Your Identity and Background as
the Beneficial Owner of the Registrable Securities.


 


	
  (a)

  	
  Your full legal name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (b)

  	
  Your business address
  (including street address) (or residence if no business address), telephone
  number and facsimile number:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Fax No.:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  
	
  (c)

  	
  Are you a broker-dealer
  registered pursuant to Section 15 of the Exchange Act?

  
	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
	
   

  	
   

  
	
  (d)

  	
  If your response to
  Item 1(c) above is no, are you an “affiliate” of a broker-dealer
  registered pursuant to Section 15 of the Exchange Act?

  
	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
	
   

  	
   

  
	
  For the purposes of
  this Item 1(d), an “affiliate” of a registered broker-dealer shall include
  any company that directly, or indirectly through one or more intermediaries,
  controls, or is controlled by, or is under common control with, such
  broker-dealer, and does not include any individuals employed by such
  broker-dealer or its affiliates.

  
	
   

  	
   

  
	
  (e)

  	
  Full legal name of
  person through which you hold the Registrable Securities (i.e. name of your
  broker or the DTC participant, if applicable, through which your Registrable
  Securities are held):

  
	
   

  	
   

  
	
   

  	
  Name of broker:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DTC No.:

  	
   

  	
   

  
	
   

  	
  Contact person:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
												



 


A-3

















 


2.                                      Your Relationship with FiberTower.


 


	
  (a)

  	
  Have you or any of your
  affiliates, officers, directors or principal equity holders (owners of 5% or
  more of the equity securities of the undersigned) held any position or office
  or have you had any other material relationship with FiberTower (or its
  predecessors or affiliates) within the past three years?

  
	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
	
   

  	
   

  
	
  (b)

  	
  If
  your response to Item 2(a) above is yes, please state the nature and
  duration of your relationship with FiberTower (or its predecessors or
  affiliates):

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


3.                                      Your Interest in the Registrable
Securities.


 


	
  (a)

  	
  State the type of
  Registrable Securities (Notes or Shares) and the principal amount or number
  of such Registrable Securities beneficially owned by you. Check any of the
  following that applies to you.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  I own Notes:

  
	
   

  	
   

  	
   

  
	
   

  	
  Principal amount and
  CUSIP No.(s) of the Notes beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  I own Shares:

  
	
   

  	
   

  	
   

  
	
   

  	
  Number and CUSIP No.(s) of
  Shares beneficially owned and CUSP No.(s):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (b)

  	
  Other than as set forth
  in your response to Item 3(a) above, do you beneficially own any other
  securities of FiberTower?

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
					



 


A-4

















 


	
  (c)

  	
  If your answer to Item
  3(b) above is yes, state the type, the aggregate amount or number and
  their CUSIP No.(s) of such other securities of FiberTower beneficially
  owned by you:

  
	
   

  	
   

  
	
   

  	
  Type:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Amount:

  	
   

  	
   

  
	
   

  	
  Number:

  	
   

  	
   

  
	
   

  	
  CUSIP No.(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Did you acquire the
  securities listed in Item 3(a) and Item 3(b) above in the ordinary
  course of business?

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  At the time of your
  purchase of the securities listed in Item 3(a) or Item 3(b) above,
  did you have any agreements or understandings, directly or indirectly, with
  any person to distribute the securities?

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Yes

  
	
   

  	
  o

  	
  No

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  If your response to
  Item 3(e) above is yes, please describe such agreements or
  understandings:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Unless otherwise
  indicated in the space provided below, all securities listed in response to
  Item 3(a) and Item 3(b) above will be included in the Shelf
  Registration Statement. If you do not wish all such securities to be so
  included, please indicate below the principal amount or the number of
  securities to be included:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
										



 


A-5

















 


4.                                      Nature of Your Beneficial
Ownership.


 


	
  (a)

  	
  If the name of the
  beneficial owner of the Registrable Securities set forth in your response to
  Item 1(a) above is that of a limited partnership, state the names of the
  general partners of such limited partnership:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (b)

  	
  With respect to each
  general partner listed in Item 4(a) above who is not a natural person,
  and is not publicly held, name each shareholder (or holder of partnership
  interests, if applicable) of such general partner. If any of these named
  shareholders are not natural persons or publicly held entities, please
  provide the same information. This process should be repeated until you reach
  natural persons or a publicly held entity.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Name your controlling
  shareholder(s) (the “Controlling Entity”). If the Controlling
  Entity is not a natural person and is not a publicly held entity, name each
  shareholder (or holder of partnership interests, if applicable) of such
  Controlling Entity. If any of these named shareholders are not natural
  persons or publicly held entities, please provide the same information. This
  process should be repeated until you reach natural persons or a publicly held
  entity.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (A)

  	
  (i)                                     Full legal name of Controlling
  Entity(ies) or natural person(s) who have sole or shared voting or dispositive
  power over the Registrable Securities:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-6

















 


	
   

  	
  (ii)                                  Business address (including street
  address) (or residence if no business address), telephone number and
  facsimile number of such person(s):

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Fax No.:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (iii)                               Name of shareholders:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (B)

  	
  (i)                                     Full legal name of Controlling
  Entity(ies):

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)                                Business address (including street
  address) (or residence if no business address), telephone number and
  facsimile number of such person(s):

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Fax No.:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (iii)                               Name of shareholders:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


If you need more space for this response, please attach additional sheets
of paper. Please be sure to indicate your name and the number of the item being
responded to on each such additional sheet of paper, and to sign each such
additional sheet of paper before attaching it to this Questionnaire. Please be
aware that you may be asked to answer additional questions depending on your
responses to the following questions.


 


5.                                      Plan of Distribution


 


Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Registrable Securities listed above in Item
3 pursuant to the Shelf Registration Statement only as follows (if at all): (a) such
Registrable Securities may be sold from time to time directly by the
undersigned or, alternatively, through underwriters, broker-dealers or agents; (b) if
the Registrable Securities are sold through underwriters, broker-dealers or
agents, the Selling Securityholder will be


 


A-7

















 


responsible for underwriting discounts or commissions
or agents’ commissions; (c) such Registrable Securities may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time
of sale, at varying prices determined at the time of sale or at negotiated
prices; and (d) such sales may be effected in transactions (which may
involve block transactions) (i) on any national securities exchange or
quotation service on which the Registrable Securities may be listed or quoted
at the time of sale, (ii) in the over-the-counter market or (iii) in
transactions otherwise than on such exchanges or services or in the
over-the-counter market.


 


	
  State
  any exceptions here:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


In no event will such method(s) of distribution
take the form of an underwritten offering of the Registrable Securities without
the prior agreement of FiberTower.


 


The undersigned acknowledges its obligation to comply with the
applicable provisions of the Exchange Act and the rules thereunder
relating to stock manipulation, particularly Regulation M thereunder (or any
successor rules or regulations), in connection with any offering of
Registrable Securities pursuant to the Registration Rights Agreement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.


 


The undersigned beneficial owner and selling securityholder hereby
acknowledges its obligations under the Registration Rights Agreement to
indemnify and hold harmless certain persons against certain liabilities as set
forth therein. Pursuant to the Registration Rights Agreement, FiberTower has
agreed under certain circumstances to indemnify the undersigned beneficial
owner and selling securityholder against certain liabilities as set forth
therein.


 


In accordance with the undersigned’s obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify FiberTower of any material inaccuracies or material changes in
the information provided herein that may occur subsequent to the date hereof at
any time while a Shelf Registration Statement remains effective.


 


All notices to the beneficial owner hereunder and pursuant to the
Registration Rights Agreement shall be made in writing to the undersigned at
the address set forth in Item 1(b) of this Notice and Questionnaire.


 


By signing below, the undersigned acknowledges that it is the
beneficial owner of the Registrable Securities set forth herein, represents
that the information provided herein is accurate, consents to the disclosure of
the information contained in this Notice and Questionnaire and the inclusion of
such information in the Shelf Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by FiberTower in connection with the preparation or amendment of the Shelf
Registration Statement and the related prospectus and any filing of a new Shelf
Registration Statement.


 


Once this Notice and Questionnaire is executed by the undersigned
beneficial owner and received by FiberTower, the terms of this Notice and
Questionnaire, and the representations and warranties 


 


A-8

















 


contained herein, shall be binding on, shall inure to the benefit of
and shall be enforceable by the respective successors, heirs, personal
representatives and assigns of FiberTower and the undersigned beneficial owner.
This agreement shall be governed in all respects by the laws of the State of
New York.





A-9

















 


IN WITNESS WHEREOF the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	
   

  	
  NAME OF BENEFICIAL
  OWNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (please
  print)

  
	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


A-10