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Agreement Between Robert M. Long & The Registrant

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AGREEMENT


This Agreement (hereinafter "Agreement") is entered into this 15th day of September, 1998, by and between Robert M. Long ("Long") and SpectraSite Holdings, Inc., a Delaware corporation formerly known as Integrated Site Development, Inc., (the "Company"), and SpectraSite Communications, Inc. a Delaware corporation, ("SCI").


WHEREAS, Long voluntarily resigned as an employee of SCI effective as of May 15, 1998; and


WHEREAS, the Company now desires to purchase from Long all of his capital stock in the Company.


NOW, THEREFORE, in consideration of the mutual promises contained herein and the payment of the monies hereinafter recited, the receipt and adequacy of which are hereby acknowledged, it is agreed among the parties that:


1. The Company hereby agrees to buy, and Long hereby agrees to sell, 125,000 shares of Common Stock, $0.001 par value per share, of the Company owned by Long at a purchase price of $4.00 per share for a total aggregate purchase price of $500,000.00. Long hereby grants to the shareholders of the Company the option (the "Option") to purchase up to 37,605 of such shares of Common Stock from Long at a purchase price of $4.00 per share. Such Option shall be exercised by the Company's giving written notice to Long of the exercise of all or part of such Option by its shareholders on or before November 15, 1998. Upon the execution of this Agreement, Long shall deliver to the Company stock certificate number 2 for the 162,605 shares of Common Stock endorsed in blank, and the Company shall deliver to Long a check or checks totaling $500,000 (or shall wire such funds to Long in immediately available funds) and a stock certificate for 37,605 shares of Common Stock of the Company. Upon the exercise of the Option, Long shall deliver to the Company his stock certificate for 37,605 shares of Common Stock endorsed in blank, and the Company shall deliver to Long, on behalf of its shareholders exercising the Option, check or checks equal to the purchase price for the number of shares for which the Option is exercised and a stock certificate for any shares for which the Option is not exercised.


2. Long hereby fully releases, and forever irrevocably discharges the Company, SCI and their subsidiaries, their past, present and future officers, directors, agents, shareholders, employees, and representatives, jointly and individually, from any and all claims, demands, charges, lawsuits, debts, defenses, actions or causes of action, obligations, damages, sums of money, loss of services, compensation, pain and suffering, attorneys' fees, cost and expenses of suit, and liabilities whatsoever, which Long had, now has or may have, whether known or unknown, whether the same be at law, in equity, or mixed, upon or by reason of any matter or cause whatsoever, as of the date of execution of this Agreement including, but not limited to, any claim arising under the Age Discrimination in Employment Act, the Civil Rights Act of 1964 (Title VII) and 1991, the Employee Retirement Income Security Act, the Americans with Disabilities Act, all federal, state and local civil rights statutes, and any other statutory, equitable, or common law claims, including but not limited to impairment of economic opportunity, wrongful discharge, or intentional or


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negligent infliction of emotional distress, but such release shall not apply to the Company's and SCI's obligations under this Agreement.


3. (a) The Company and SCI hereby fully release, and forever irrevocably discharge Long and his heirs, personal representa
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