Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the date of mailing of the Joint Proxy Statement/Prospectus, DSW shall appoint an agent (the “Exchange Agent Agent”) reasonably acceptable to RVI for the purpose of exchanging certificates or book entries, as applicable, which immediately prior to the Merger Consideration for: (i) certificates representing Effective Time evidenced shares of Clearwire Capital RVI Common Stock and the associated Common Stock Purchase Rights (the “Certificates”) or (ii) uncertificated ), for the applicable Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to RVI. On or before the Effective Time, DSW shall deposit, or shall cause to be deposited, with the Exchange Agent, the Merger Consideration to be exchanged or paid in accordance with this Article II, and DSW shall make available from time to time after the Effective Time as necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares pursuant to Section 2.4 and any dividends or distributions to which holders of shares of Clearwire Capital RVI Common Stock (the “Uncertificated Shares”may be entitled pursuant to Section 2.3(c). Promptly after the Closing Date, NewCo will The Surviving Entity shall send, or will shall cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital RVI Common Stock at immediately prior to the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, promptly after the Effective Time, (i) a letter of transmittal for use in such exchange (which shall be in form and instructions that will substance reasonably satisfactory to DSW and RVI and shall specify that the delivery will shall be effected, and risk of loss and title will in respect of the Certificates shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) and (ii) instructions to effect the surrender of the Certificates in exchange for the applicable Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(c). (b) Each holder of shares of Clearwire Capital RVI Common Stock will be entitled that have been converted into the right to receivereceive the applicable Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(c), on (i) upon surrender to the Exchange Agent of a CertificateCertificate or Certificates, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or transmittal covering such shares and such other evidence, if any, of transfer documents as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Sharesrequire, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will shall be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right entitled to receive the applicable Merger Consideration payable in respect of such shares of RVI Common Stock. The holder of such Certificate, upon its delivery thereof to the Clearwire Capital StockExchange Agent, shall also receive any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). Certificates surrendered shall forthwith be cancelled as of the Effective Time. Until so surrendered, each such Certificate, following the Effective Time, shall represent for all purposes only the right to receive the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.4 and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(c). No interest shall be paid or accrued for the benefit of holders of the Certificates on cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.3. (c) If Whenever a dividend or other distribution is declared or made after the date hereof with respect to DSW Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of DSW Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to DSW Common Stock with a record date after the Effective Time shall be paid to the holder of any portion unsurrendered Certificate with respect to the DSW Common Stock such holder is entitled to receive until the holder of such Certificate shall surrender such Certificate in accordance with the provisions of this Section 2.3. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of DSW Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of DSW Common Stock. (d) In the event that a transfer of ownership of shares of RVI Common Stock is not registered in the stock transfer books or ledger of RVI, or if any certificate or book entry for the applicable Merger Consideration is to be paid to issued in a Person name other than that in which the Person Certificate surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share exchange therefor is registered, it will shall be a condition to the payment that (i) either issuance thereof that the Certificate so surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or and that the applicable Uncertificated Share will be properly transferred, and (ii) the Person person requesting the payment will pay such exchange shall have paid to the Exchange Agent any transfer or other Taxes taxes required as a result of the payment to issuance of a Person certificate or book entry representing shares of DSW Common Stock in any name other than that of the registered holder of the Certificate or Uncertificated Share such shares of RVI Common Stock, or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. For purposes of this Agreement, “person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Entity. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the First Effective Time, Parent and Bidco shall appoint a commercial bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to the Company (the “Exchange Agent Agreement”) for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Merger Consideration for: (i) certificates representing payable in respect of the shares of Clearwire Capital Stock (Company Common Stock. As of the “Certificates”) or (ii) uncertificated First Effective Time, in consideration of and in exchange for the issuance to Parent by Bidco of 1,900 shares of Clearwire Capital common stock of Bidco and the Cancellation, Parent shall allot Parent Ordinary Shares which may be represented in uncertificated form in CREST or American depositary receipts evidencing (or evidence of Parent ADSs in book-entry form representing) the Parent ADSs issuable pursuant to Section 2.03(a). As of the First Effective Time, Parent (in the case of (x)) and Parent or Bidco (in the case of (y)) shall deposit or cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 2.05 through the Exchange Agent, (x) American depositary receipts evidencing (or evidence of Parent ADSs in book-entry form representing) the Parent ADSs issuable pursuant to Section 2.03(a) in exchange for outstanding shares of Company Common Stock and (y) cash sufficient to pay the “Uncertificated Shares”aggregate Cash Consideration payable pursuant to Section 2.03(a). Parent agrees to make available, directly or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which such holders are entitled pursuant to Section 2.05(f) and cash in lieu of any fractional Parent ADSs to which such holder is entitled pursuant to Section 2.09. Promptly after the First Effective Time (and in no event more than two Business Days following the Closing Date), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Common Stock at the First Effective Time a letter of transmittal and instructions that will (which shall be in a form reasonably acceptable to the Company and substantially finalized prior to the First Effective Time and which shall specify that the (A) delivery will shall be effected, and risk of loss and title will shall pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange and (B) each holder of shares of Company Common Stock may elect to receive a number of Parent Ordinary Shares in lieu of Parent ADSs as Share Consideration pursuant to Section 2.05(g). All certificates (or evidence of Parent ADSs in book-entry form) and cash deposited with the Exchange Agent pursuant to this Section 2.05 shall be referred to in this Agreement as the “Exchange Fund”. Parent shall cause, or shall procure that Bidco cause, the Exchange Agent to deliver the Merger Consideration contemplated to be issued or paid pursuant to this Article II out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent or Bidco; provided, that such cash shall only be invested in the manner provided in the Exchange Agent Agreement; provided, further, that no such investment or losses thereon shall affect the Merger Consideration payable to holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional interests and, to the extent necessary to pay the Merger Consideration, Parent shall promptly cause, or shall procure that Bidco cause, to be provided additional funds to the Exchange Agent for the benefit of holders of Company Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent on termination of the Exchange Fund. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed and duly executed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of each share of the holder has a right Company Common Stock represented by such Certificate or Uncertificated Share (including cash in lieu of any fractional Parent ADSs and any dividends and distributions with respect to receive under the Share Consideration as contemplated by Section 2.52.05(f) and Section 2.09). The shares of Class A Common Stock Parent ADSs constituting the Merger Consideration will Share Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate American depository receipt evidencing such Parent ADSs is requested by the a holder of shares of Company Common Stock or is otherwise required under applicable Applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration (or cash in lieu of any fractional Parent ADSs or any dividends and distributions with respect to the Share Consideration as contemplated by Section 2.05(f) and Section 2.09) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any stamp duty, stamp duty reserve tax, transfer or other similar Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has such stamp duty, stamp duty reserve tax, transfer or similar Taxes have been paid or is are not payable. (d) After From and after the First Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockCompany Common Stock thereafter on the records of the Company. If, after the First Effective Time, Certificates or Uncertificated Shares are presented to NewCoParent, the First Surviving Corporation, the Surviving Company or the Exchange Agent for any reason, they will shall be canceled cancelled and exchanged for the Merger Consideration payable (and cash in lieu of any fractional Parent ADSs and any dividends and distributions with respect of to the Clearwire Capital Stock provided for, Share Consideration as contemplated by Section 2.05(f) and Section 2.09) with respect thereto in accordance with the procedures set forthforth in, in or as otherwise contemplated by, this Article 2II (including this Section 2.05). (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve 12 months after following the Closing Date will shall be returned delivered to NewCoParent or as otherwise instructed by Parent, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.05 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, Consideration (and cash in lieu of any fractional Parent ADSs and any dividends and distributions with respect to the Merger ConsiderationShare Consideration as contemplated by Section 2.05(f) and Section 2.09), in respect of those shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent and its Subsidiaries (including Bidco, the Surviving Company and its Subsidiaries) shall not be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under in compliance with applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will Authority shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Following the surrender of any Certificates, along with the delivery of a properly completed and duly executed letter of transmittal, or the transfer of any Uncertificated Shares, in each case as provided in this Section 2.05, Parent shall pay, or cause to be paid, without interest, to the Person in whose name the Parent ADSs constituting the Share Consideration have been registered, (i) in connection with the payment of the Share Consideration, (x) the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.09, and (y) the aggregate amount of all dividends or other distributions payable with respect to such Parent ADSs, with a record date on or after the First Effective Time that were paid prior to the time of such surrender or transfer, and (ii) at the appropriate payment date after the payment of the Merger Consideration, the amount of all dividends or other distributions payable with respect to whole Parent ADSs constituting the Share Consideration with a record date on or after the First Effective Time and prior to the time of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions with respect to Parent ADSs constituting the Share Consideration, and no cash payment in lieu of fractional shares pursuant to Section 2.09, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates are surrendered and the holder thereof delivers a properly completed and duly executed letter of transmittal or such or Uncertificated Shares are transferred, as the case may be, as provided in this Section 2.05. (g) Notwithstanding anything in this Section 2.05 to the contrary, Parent shall cooperate with the Exchange Agent and ADS Depository, as necessary, to provide for (i) the ability of holders of Company Common Stock to elect to receive Parent Ordinary Shares in lieu of Parent ADSs and (ii) the delivery of such Parent Ordinary Shares in lieu of Parent ADSs as the Share Consideration (and in satisfaction of such obligation) to the extent elected by the holders of shares of Company Common Stock pursuant to Section 2.05(a). The number of Parent Ordinary Shares to be delivered in lieu of Parent ADSs shall be the number of underlying Parent Ordinary Shares represented by such Parent ADSs, subject to the delivery of cash in lieu of fractional Parent Ordinary Shares in accordance with this Section 2.05 and Section 2.09 which sections shall be applied mutatis mutandis with respect to those holders of Company Common Stock that elect to receive Parent Ordinary Shares in lieu of Parent ADSs.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint a bank, trust company or nationally recognized stockholder services provider or such other Person reasonably acceptable to the Company as the exchange agent (the “Exchange Agent Agent”) for the purpose of exchanging Certificates and Book-Entry Shares representing shares of Company Common Stock. Parent will make available to the Exchange Agent, as needed, the Merger Consideration for: (i) certificates representing to be delivered in respect of the shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Company Common Stock. Promptly after the Closing DateEffective Time, NewCo Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Company Common Stock at as of the Effective Time Time, a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Clearwire Capital Company Common Stock will be entitled that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate or Book-Entry Share, together with a properly completed letter of transmittal, or will be entitled to receive (iiA) receipt one or more shares of an “agent’s message” by the Exchange Agent Parent Common Stock (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) which shall be in the case of a non-certificated book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, form unless a physical certificate is requested by requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder or is otherwise required under applicable Law. As has the right to receive pursuant to Section 1.4 and (B) a result check in the amount equal to the cash portion of the MergerMerger Consideration that such holder has the right to receive pursuant to Section 1.4 and this Article II, at including cash payable in lieu of fractional shares pursuant to Section 2.2 and dividends and other distributions pursuant to Section 2.1(f). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Share shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the payment that (i) either registration thereof that the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting such delivery of the payment will Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the payment to name of a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect Delivery of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the aggregate Merger Consideration, and any dividends and distributions as applicable, with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not Book-Entry Shares shall only be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, made to the extent permitted by applicable LawPerson in whose name such Book-Entry Shares are registered. For purposes of this Agreement, the property of NewCo“Person” means an individual, free and clear of a corporation, a limited liability company, a partnership, an association, a trust or any claims other entity or interest of organization, including a government or political subdivision or any Person previously entitled theretoagency or instrumentality thereof.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Merger Consideration for: (i) certificates representing payable in respect of the shares of Clearwire Capital Stock (Company Common Stock. As of the “Certificates”) or (ii) uncertificated Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Clearwire Capital Company Common Stock, for exchange in accordance with this ‎Section 2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of Parent Common Stock (issuable pursuant to ‎Section 2.03(i) in exchange for outstanding shares of Company Common Stock. Parent agrees to make available, directly or indirectly, to the “Uncertificated Shares”)Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which such holders are entitled pursuant to ‎Section 2.04(f) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to ‎Section 2.07. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Common Stock represented by a Certificate at the Effective Time a letter of transmittal and instructions that will which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange AgentAgent for use in such exchange. All evidence of shares in book-entry form and cash deposited with the Exchange Agent pursuant to this ‎Section 2.04 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the Exchange Agent to deliver the Merger Consideration contemplated to be issued or paid pursuant to this ‎Article 2 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment or losses thereon shall affect the dividends or other distributions to which holders of Company Common Stock are entitled pursuant to ‎Section 2.04(f) or cash in lieu of fractional interests to which holders of Company Common Stock are entitled pursuant to ‎Section 2.07. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent upon termination of the Exchange Fund. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, in respect of each share of Company Common Stock represented by such Certificate or Uncertificated Share (A) the aggregate Merger Consideration that the holder has a right to receive under Section 2.5and (B) cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect thereto as contemplated by ‎Section 2.07 and ‎Section 2.04(f)). The shares of Class A Parent Common Stock constituting the part of such Merger Consideration will shall be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration (or cash in lieu of any fractional shares of Parent Common Stock or any dividends and distributions with respect thereto contemplated by ‎Section 2.07 or ‎Section 2.04(f)) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has such transfer or similar Taxes have been paid or is are not payable. (d) After Upon the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockCompany Common Stock thereafter on the records of the Company. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCoParent, the Surviving Corporation or the Exchange Agent for any reason, they will shall be canceled cancelled and exchanged for the Merger Consideration payable (and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect of to the Clearwire Capital Stock provided for, Merger Consideration as contemplated by ‎Section 2.07 and ‎Section 2.04(f)) with respect thereto in accordance with the procedures set forthforth in, in or as otherwise contemplated by, this Article ‎Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve (12) months after following the Closing Date will shall be returned delivered to NewCoParent or as otherwise instructed by Parent, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before ‎Section 2.04 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, Consideration (and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect to the Merger Considerationthereto as contemplated by ‎Section 2.07 and ‎Section 2.04(f)), in respect of those shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) shall not be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under in compliance with applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will Authority shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Following the surrender of any Certificates or the transfer of any Uncertificated Shares as provided in this ‎Section 2.04, Parent shall pay, or cause to be paid, without interest, to the Person in whose name the shares of Parent Common Stock constituting the Merger Consideration have been registered, (i) in connection with the payment of the Merger Consideration, (x) the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to ‎Section 2.07, and (y) the aggregate amount of all dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date on or after the Effective Time that were paid prior to the time of such surrender or transfer, and (ii) at the appropriate payment date after the payment of the Merger Consideration, the amount of all dividends or other distributions payable with respect to whole shares of Parent Common Stock constituting the Merger Consideration with a record date on or after the Effective Time and prior to the time of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions with respect to shares of Parent Common Stock constituting the Merger Consideration, and no cash payment in lieu of fractional shares pursuant to ‎Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this ‎Section 2.04. (g) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of Company Common Stock in connection with the Merger, and the filing of any related Tax Returns and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: of: (i) exchanging the Per Share Common Stock Consideration for certificates representing shares of Clearwire Capital Company Common Stock (the “Common Stock Certificates”) or (ii) or uncertificated shares of Clearwire Capital Company Common Stock (the “Uncertificated Shares”); (ii) exchanging the Per Share Series B Consideration for certificates representing shares of the Series B Preferred Stock (the “Series B Certificates”); (iii) exchanging the Per Share Series C Consideration for certificates representing shares of the Series C Preferred Stock (the “Series C Certificates”); and (iv) exchanging the Per Share Warrant Consideration for each share of Company Common Stock subject to the Company Warrants. Promptly At or as needed promptly following the Effective Time, Parent shall or shall cause the Surviving Corporation to make available to the Exchange Agent: (i) the Common Stock Consideration to be paid in respect of the Common Stock Certificates and the Uncertificated Shares; (ii) the Series B Consideration to be paid in respect of the Series B Certificates; (iii) the Series C Consideration to be paid in respect of the Series C Certificates; and (iv) the Warrant Consideration to be paid in respect of the Company Warrants. (b) As soon as reasonably practicable after the Closing DateEffective Time (but not later than two Business Days thereafter), NewCo will send, or will Parent and the Surviving Corporation shall cause the Exchange Agent to send, mail to each record holder of shares of Clearwire Capital Company Common Stock (other than Excluded Shares and Dissenting Shares) at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will to the shares of Company Common Stock shall pass, only on upon proper delivery of the Common Stock Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) for use in such exchange. Each record holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Per Share Common Stock Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Common Stock Certificate, together with a properly completed and executed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Per Share Common Stock constituting the Merger Consideration will be (subject to any applicable withholding Tax specified in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable Section 2.08) in respect of the Clearwire Capital Stock. (c) Company Common Stock represented by a Common Stock Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Common Stock Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive, in accordance with the terms hereof, such Per Share Common Stock Consideration. If any portion of the Merger Common Stock Consideration is to be paid to a Person other than the Person in whose name the surrendered Common Stock Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Common Stock Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and in each case, as determined by the Exchange Agent and as set forth in the letter of transmittal and related instructions and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Common Stock Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent and the Surviving Corporation that such Tax has been paid or is not payable. (c) At least five Business Days prior to the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Series B Preferred Stock or Series C Preferred Stock a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Series B Certificates or Series C Certificates, as applicable, to the Exchange Agent) for use in such exchange. At the Effective Time or promptly thereafter (but no later than one Business Day thereafter), (i) each holder of a Series B Certificate that has been converted into the right to receive the Per Share Series B Consideration shall be entitled to receive, upon surrender to the Exchange Agent of a Series B Certificate, together with a properly completed letter of transmittal, the Per Share Series B Consideration in respect of the Series B Preferred Stock represented by the Series B Certificate and (ii) each holder of a Series C Certificate that has been converted into the right to receive the Per Share Series C Consideration shall be entitled to receive, upon surrender to the Exchange Agent of a Series C Certificate, together with a properly completed letter of transmittal, the Per Share Series C Consideration in respect of the Series C Preferred Stock represented by the Series C Certificate. Until so surrendered, each such Series B Certificate and Series C Certificate shall represent after the Effective Time for all purposes only the right to receive such Per Share Series B Consideration and Per Share Series C Consideration, respectively. If any portion of the Series B Consideration or Series C Consideration is to be paid to a Person other than the Person in whose name the surrendered Series B Certificate or Series C Certificate, as applicable, is registered, it shall be a condition to such payment that (i) either such certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any Taxes required as a result of such payment to a Person other than the registered holder of such certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) After Promptly after the Effective Time, Parent shall cause the Exchange Agent to pay to each holder of a Company Warrant as of immediately prior to the Effective Time the Per Share Company Warrant Consideration for each share of Company Common Stock subject to such Company Warrant, payable to such holder pursuant to Section 2.04(a) in accordance with joint written instructions provided by the Company and the holder of such Company Warrant to the Exchange Agent. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there will shall be no further registration of transfers of shares of Clearwire Capital StockCompany Common Stock or Company Preferred Stock or transfers of Company Warrants. If, after the Effective Time, Common Stock Certificates, Uncertificated Shares, Series B Certificates, Series C Certificates or Uncertificated Shares Company Warrants are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger applicable Per Share Common Stock Consideration, Per Share Series B Consideration, Per Share Series C Consideration payable in respect of the Clearwire Capital Stock or Per Share Warrant Consideration provided for, and in accordance with the procedures set forth, in this Article 2, subject to Applicable Law in the case of Dissenting Shares. (ef) Any portion of the Merger Common Stock Consideration, Series B Consideration, Series C Consideration or Warrant Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.04(a) (including any proceeds of any investments thereof) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock or Company Preferred Stock or the holders of Company Warrants twelve months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock or Company Preferred Stock or a Company Warrant for the Merger Per Share Common Stock Consideration, Per Share Series B Consideration, Per Share Series C Consideration or Per Share Warrant Consideration, as applicable, in accordance with this Section 2.6 before 2.04 prior to that date will time shall thereafter look only to NewCo Parent (subject to abandoned property, escheat or other similar Applicable Laws) for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, consideration in respect of those such shares or warrants without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will not neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Clearwire Capital Company Common Stock or Company Preferred Stock or the holders of Company Warrants for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Applicable Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Election Record Date, Parent shall appoint an agent (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) mailing and receiving Election Forms and determining, in accordance with this Article 3, the form of Siebel Merger Consideration to be received by each holder of shares of Siebel Stock, and (ii) exchanging the applicable Siebel Merger Consideration (A) for certificates representing shares of Clearwire Capital Siebel Stock (the “Certificates”) or or (iiB) for uncertificated shares of Clearwire Capital Siebel Stock (the “Uncertificated Shares”). Parent shall make available to the Exchange Agent, as needed, the applicable Siebel Merger Consideration to be issued or paid in respect of the Certificates and the Uncertificated Shares. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of shares of Clearwire Capital Siebel Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange; provided, that any such letter of transmittal and instructions shall be sent to holders of Uncertificated Shares only to the extent determined necessary by Oracle and the Exchange Agent to effect the transactions contemplated hereby. (b) Each holder of shares of Clearwire Capital Siebel Stock will that have been converted into the right to receive the Siebel Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Siebel Merger Consideration that in respect of the holder has Siebel Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Common Parent Stock constituting the part of such Siebel Merger Consideration will (if any), at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Siebel Stock or is otherwise required under applicable Lawlaw. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Siebel Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Siebel Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has such taxes have been paid or is are not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Siebel Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Siebel Surviving Corporation, they will shall be canceled and exchanged for the applicable Siebel Merger Consideration payable in respect of the Clearwire Capital Stock provided forConsideration, and in accordance with the procedures set forth, forth in this Article 2Section 3.10. (e) Any portion of the Siebel Merger Consideration made available by Parent to the Exchange Agent under pursuant to Section 2.6(a3.10(a) that remains unclaimed by the holders of shares of Clearwire Capital Siebel Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoParent upon demand, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Siebel Stock for the Siebel Merger Consideration in accordance with this Section 2.6 before 3.10 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Siebel Merger Consideration, and any dividends and distributions with respect to the Merger Considerationthereto, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Siebel Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Siebel Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCoParent, free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Parent Stock constituting part of the Siebel Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.11, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.11 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities. (g) Any portion of the Siebel Merger Consideration made available to the Exchange Agent pursuant to Section 3.10(a) or Section 3.11 to pay for shares of Siebel Stock for which appraisal rights have been perfected shall be returned to Parent, upon demand. (h) Certificates representing shares of Oracle Stock immediately prior to the Initial Effective Time shall, from and after the Initial Effective Time, represent the shares of Parent Stock constituting the Oracle Merger Consideration. At the Effective Time, the Exchange Agent shall exchange by book entry transfer all uncertificated shares of Oracle Stock (excluding any shares of Oracle Stock to be canceled pursuant to Section 3.01(a)) for the shares of Parent Stock constituting the Oracle Merger Consideration. No separate certificates shall be issued in exchange for Oracle Stock in accordance with Section 251(g) of DGCL.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Company Stock (the “Uncertificated Shares”). At or prior to the Effective Time, Parent shall make available to the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Such funds may be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall affect the Merger Consideration payable hereunder and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of the Company in the amount of any such losses and (ii) such investments shall only be in short-term obligations of the United States of America with maturities of no more than 90 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares record of Clearwire Capital Stock Certificates or Uncertificated Shares at the Effective Time Time, other than shares described in Section 2.02(b) or Section 2.02(c), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed and duly executed letter of transmittaltransmittal and such other documents as may be reasonably requested by the Exchange Agent, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result respect of the MergerCompany Stock represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, at as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, forth in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Clearwire Capital Company Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Stock for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretolaws.

Surrender and Payment. (a) Clearwire has appointed Prior to the First Effective Time, Parent shall appoint an agent (the “Exchange Agent”), which Exchange Agent shall be reasonably satisfactory to the Company, for the purpose of exchanging for the Merger Per Share Consideration for: (i) certificates representing shares of Clearwire Capital Stock Class A Common Shares (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Stock Class A Common Shares (the “Uncertificated SharesInterests”). . (b) Promptly after the First Effective Time (and in no event later than one (1) Business Day following the Closing Date), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares record of Clearwire Capital Stock at Class A Common Shares (for the Effective Time avoidance of doubt, including the Conversion Shares and Converted Equity Award Shares) a letter Letter of transmittal Transmittal to be completed and instructions that will specify that delivered by each such holder of Class A Common Shares to effect the delivery will be effected, and risk exchange of loss and title will pass, only on proper delivery such holder’s Class A Common Shares for the payment of the Certificates consideration payable or transfer deliverable pursuant to Section 2.03 in respect of each such Class A Common Share, without any interest thereon. (c) At or prior to the Uncertificated Shares Closing, Parent shall deliver or cause to be delivered (including, in the case of an Alternative Structure Merger, by delivery from the Company from its Available Cash, which the Company shall deliver to the Exchange Agent following at least five (5) Business Days’ written request from Parent (provided that in no event shall the Company be required to deliver such Available Cash to the Exchange Agent earlier than the Closing Date)) to the Exchange Agent, in trust for the benefit of holders of Class A Common Shares, evidence of book-entry shares (or certificates if requested by any such holder) representing the number of shares of Parent Common Stock, and, prior to the First Effective Time, an amount in cash by wire transfer of immediately available funds (the “Closing Wire”), in each case sufficient to pay to the holders of Class A Common Shares the aggregate Per Share Cash Consideration and the aggregate Per Share Stock Consideration (together with cash in lieu of fractional shares in accordance with Section 2.11 and any dividends or distributions with respect to shares of Parent Common Stock in accordance with Section 2.08(h)) to be paid to the holders of Class A Common Shares in respect of Certificates or Uncertificated Interests in accordance with Section 2.03 and the Allocation Schedule; provided, that if the amount of the Closing Wire is in excess of the amount necessary to pay the holders of Class A Common Shares the aggregate Per Share Cash Consideration in accordance with the final Allocation Schedule, the Exchange Agent shall wire such excess amount to Parent within two (2) Business Days of the final determination of the Allocation Schedule. (bd) Each holder Upon delivery to the Exchange Agent of shares a properly completed Letter of Clearwire Capital Stock will be entitled to receive, on Transmittal and (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or Certificate or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of such evidence of transfer as the Exchange Agent may reasonably request) request in the case of a book-entry transfer of Uncertificated SharesInterests, the aggregate Merger Consideration that the a holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to Shares whose Class A Common Shares have any rights with respect to the Clearwire Capital Stock, except been converted into the right to receive the Merger consideration to be paid pursuant to Section 2.03 hereto shall be entitled to promptly, but in no event more than three Business Days after receipt by the Exchange Agent of item (i) or (ii) above (but in no event prior to the Closing), receive the Per Share Consideration represented by such Certificate or for each such Uncertificated Interest (together with cash in lieu of fractional shares in accordance with Section 2.11 and any dividends or distributions with respect to shares of Parent Common Stock in accordance with Section 2.08(h)). Notwithstanding the foregoing, (i) a holder of Class A Common Shares who has delivered to the Exchange Agent not later than 5:30 p.m. New York time on the Business Day prior to the Closing Date a properly completed Letter of Transmittal, together with either (x) a Certificate or (y) evidence of transfer as the Exchange Agent may reasonably request of a book-entry transfer of Uncertificated Interests, shall be paid by the Exchange Agent, on the Closing Date, the Per Share Consideration payable for each such Class A Common Share represented by such Certificate or for each such Uncertificated Interest (together with cash in lieu of fractional shares in accordance with Section 2.11 and any dividends or distributions with respect to shares of Parent Common Stock in accordance with Section 2.08(h)). Until so surrendered or transferred, as the Clearwire Capital Stockcase may be, each Certificate or Uncertificated Interest (other than Dissenting Shares) shall represent after the Closing for all purposes only the right to receive the consideration to be paid pursuant to Section 2.03 hereto and the Certificate or Uncertificated Interest shall be canceled and cease to exist. (ce) If any portion of the Merger Consideration consideration to be paid pursuant to Section 2.03 hereto is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share Interest is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will Interest shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share Interest or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (df) After the First Effective Time, the stock transfer books of the Company shall be closed and there will shall be no further registration of transfers of shares of Clearwire Capital StockClass A Common Shares. If, after the Effective TimeClosing, Certificates or Uncertificated Shares Interests are presented to NewCoParent, the First Surviving Corporation, the Surviving Company, the Final Surviving Company or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and consideration to be paid pursuant to Section 2.03 hereto in accordance with this Agreement, including the procedures set forth, forth in this Article 2. (eg) Prior to the surrender of any applicable Certificate or transfer of any applicable Uncertificated Interest by a holder of Class A Common Shares, no portion of the consideration to be paid pursuant to Section 2.03 hereto shall be paid to such holder in respect of such Certificate or Uncertificated Interest. Notwithstanding the foregoing, none of Parent, Merger Subs, Production Company, UnSub, the Company, the First Surviving Corporation, the Surviving Company, the Final Surviving Company, the Exchange Agent or any other Person shall be liable to any holder of Class A Common Shares for any amount properly delivered to a Governmental Authority pursuant to applicable abandoned property, escheat or similar Applicable Laws. (h) No dividends or other distributions with respect to shares of Parent Common Stock issued in the First Merger shall be paid to the holder of any unsurrendered Certificates or Uncertificated Interests until such Certificates or Uncertificated Interests are surrendered as provided in this Section 2.08. Following such surrender, subject to the effect of escheat, Tax or other Applicable Law, there shall be paid, without interest, to the record holder of the shares of Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of Parent Common Stock with a record date after the First Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date after the First Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the First Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the First Effective Time. (i) Any portion of the Merger aggregate Per Share Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.08(c) that remains unclaimed by the holders of shares of Clearwire Capital Stock Company Stockholders twelve months after the Closing Date will First Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock its Class A Common Shares for the Merger Per Share Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent and the Final Surviving Company for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Per Share Consideration in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent and the Final Surviving Company shall not be liable to any holder of shares of Clearwire Capital Stock Class A Common Shares for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretolaws.

Surrender and Payment. (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly As promptly as practicable after the Closing DateEffective Time, NewCo will send, or will Parent shall cause the Exchange Agent to send, mail to each holder of record of one (1) or more Old Certificates representing shares of Clearwire Capital Company Class A Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will to the Old Certificates shall pass, only on upon proper delivery of the Old Certificates (or transfer affidavits of loss in lieu thereof and, if required by Parent or the Exchange Agent, the posting of a bond in a reasonable and customary amount as indemnity pursuant to Section 2.2(e)) to the Exchange Agent and which shall be in a form reasonably acceptable to Parent and the Company) and instructions for use in effecting the surrender of the Uncertificated Shares Old Certificates (or affidavits of loss in lieu thereof and, if required by Parent or the Exchange Agent, the posting of a bond in a reasonable and customary amount as indemnity pursuant to Section 2.2(e)) in exchange for the Merger Consideration set forth in Section 1.5. From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a such properly completed letter of transmittal, or duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Common Stock and a check representing the Cash Consideration, in each case, to which such holder of Company Class A Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) receipt a check representing the amount of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) any cash in the case lieu of a book-entry transfer fractional share which such holder has the right to receive in respect of Uncertificated Shares, the aggregate Merger Consideration Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and for the amount of any dividends or distributions that the holder thereof has a the right to receive as of such time under Section 2.5, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Cash Consideration, any cash in lieu of fractional shares or dividends or other distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed from and after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration, any cash in lieu of fractional shares and any dividends or distributions that the holder thereof has the right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (cb) If any portion New Certificate representing shares of the Merger Consideration Parent Common Stock is to be paid to issued in a Person name other than that in which the Person in whose name the surrendered Old Certificate or the transferred Uncertificated Share Old Certificates surrendered in exchange therefor is or are registered, it will shall be a condition to of the payment that (i) either issuance thereof that the Old Certificate or Old Certificates so surrendered Certificate will shall be properly endorsed (or will accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or transfer, and that the applicable Uncertificated Share will be properly transferred, and (ii) the Person person requesting the payment will such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required as a result by reason of the payment to issuance of a Person New Certificate representing shares of Parent Common Stock in any name other than that of the registered holder of the Old Certificate or Uncertificated Share Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (dc) After Notwithstanding anything to the Effective Timecontrary contained herein, there will be no further registration of transfers of New Certificates or scrip representing fractional shares of Clearwire Capital StockParent Common Stock shall be issued upon the surrender for exchange of Old Certificates, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. IfIn lieu of the issuance of any such fractional share, after Parent shall pay to each former stockholder of the Effective TimeCompany who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume-weighted average price per share of Parent Common Stock on the New York Stock Exchange (the “NYSE”) as such daily volume-weighted average price per share is reported by Bloomberg L.P. (or, Certificates or Uncertificated Shares are presented to NewCoif such information is no longer reported by Bloomberg L.P., they will be canceled as reported by a comparable internationally recognized source mutually determined by Parent and exchanged the Company) calculated for the Merger Consideration payable in respect five (5) consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Stock Price”) by (ii) the fraction of the Clearwire Capital Stock provided for, and in accordance a share (with the procedures set forth, result rounded to the nearest thousandth when expressed in this Article 2decimal form) of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. (ed) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders stockholders of shares of Clearwire Capital Stock twelve months the Company for one (1) year after the Closing Date will Effective Time shall be returned paid to NewCo, on demandthe Surviving Corporation. Any holder former stockholders of the Company who has have not theretofore exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with their Old Certificates pursuant to this Section 2.6 before that date will Article II shall thereafter look only to NewCo Parent and the Surviving Corporation for payment of the Merger Consideration, Consideration and cash in lieu of any dividends and distributions with respect to the Merger Considerationfractional shares, in respect of those shares each case, without any interest thereon. Regardless Notwithstanding the foregoing, none of Parent, Merger Sub, the preceding sentenceCompany, NewCo will not the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Clearwire Capital Company Class A Common Stock for any amounts properly paid amount delivered in good faith to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders If any Old Certificate (or affidavit of shares of Clearwire Capital Stock six loss in lieu thereof) has not been surrendered prior to seven years after the Closing Date (Effective Time, or that immediately prior to such earlier datedate on which any shares of Parent Common Stock, immediately before the time when the amounts any Cash Consideration, any cash in lieu of fractional share of Parent Common Stock or any dividends or distributions with respect to shares of Parent Common Stock in respect of such Old Certificate would otherwise escheat to or become the property of any Governmental Authority) will becomeEntity, any such shares, cash, dividends or distributions in respect of such Old Certificate, to the extent permitted by applicable Law, shall become the property of NewCoParent, free and clear of any all claims or interest interests of any Person person previously entitled thereto. (e) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

Surrender and Payment. (a) Clearwire has appointed the Exchange Agent Upon surrender for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender cancellation to the Exchange Agent of a Certificatecertificate formerly representing shares of Company Common Stock, together with the Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof will be entitled to receive (i) a properly completed letter certified or bank cashier's check in the amount equal to the aggregate amount of transmittal, or Merger Consideration that takes the form of cash which such holder has the right to receive pursuant to the provisions of this Article I (including any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of Section 1.07(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09) and/or (ii) receipt certificates representing the aggregate number of an “agent’s message” by shares of Parent Common Stock with respect to the Exchange Agent (or other evidenceMerger Consideration that takes the form of Parent Company Stock which such holder has the right to receive pursuant to the provisions of this Article I, less the amount of any required withholding taxes, if any, of transfer as in accordance with Section 1.10. After the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated SharesEffective Time and until so surrendered, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The each certificate representing shares of Class A Company Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (cb) If any portion of the Merger Consideration (or any portion thereof) is to be paid delivered to a Person other than the Person in whose name the surrendered Certificate certificate or the transferred Uncertificated Share is certificates are registered, it will be a condition to the payment that (i) either of such delivery that the surrendered Certificate will certificate or certificates shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result by reason of the payment delivery of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered certificate or Uncertificated Share certificates or such Person shall establish to the satisfaction of the Exchange Agent that the any such Tax has been paid or is not payableapplicable. (c) No dividends or other distributions declared or made with respect to Parent Common Stock on or after the Effective Time will be paid to the holder of any certificate that theretofore evidenced shares of Company Common Stock until such certificate is surrendered as provided in this Section 1.07. Upon such surrender, Parent will be pay to the holder of the certificates evidencing shares of Parent Common Stock issued in exchange therefor, without interest, the amount of dividends or other distributions with a record date after the Effective Time payable with respect to shares of Parent Common Stock. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a) 1.06 that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve months two years after the Closing Date Effective Time will be returned to NewCo, on Parent upon demand. Any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before Article I prior to that date time thereafter will look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of such shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretoCompany Common Stock.

Surrender and Payment. 1.4.1. Prior to the Effective Time, BP Amoco shall appoint an agent reasonably acceptable to ARCO as exchange agent (athe "Exchange Agent") Clearwire has appointed the Exchange Agent for the purpose of exchanging Certificates for BP Amoco Depositary Shares or, if and to the Merger Consideration for: (i) certificates representing shares extent elected by a holder of Clearwire Capital Stock (a Certificate in the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)manner provided in this Section 1.4.1, for BP Amoco Ordinary Shares in registered form. Promptly after the Closing DateEffective Time, NewCo the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares record as of Clearwire Capital Stock at the Effective Time of ARCO Common Shares (other than holders of Excluded ARCO Shares) (i) a letter of transmittal transmittal, in such form as ARCO and instructions that will specify that the delivery will be effectedBP Amoco may reasonably agree, and risk of loss and title will pass, only on proper for use in effecting delivery of the Certificates or transfer of the Uncertificated ARCO Common Shares to the Exchange Agent., which letter of transmittal shall include a form of election by which each such holder may elect to receive (the "Share Election") all or any part of the Merger Consideration to which such holder is entitled in the form of BP Amoco Ordinary Shares in registered form, rather than in the form of BP Amoco Depositary Shares (such BP Amoco Ordinary Shares or BP Amoco Depositary Shares to be received by a holder being referred to in this Agreement as "BP Amoco Shares") and (ii) instructions for surrendering Certificates in exchange for the BP Amoco Shares, and any cash in lieu of fractional shares and any cash dividends or other distributions, that such holder has the right to receive pursuant to this Article I. (b) 1.4.2. Each holder of shares of Clearwire Capital Stock will be entitled any ARCO Common Shares that have been converted into a right to receivereceive the consideration set forth in Section 1.3.2 shall, on (i) upon surrender to the Exchange Agent of a CertificateCertificate or Certificates, together with a properly completed letter of transmittaltransmittal covering the ARCO Common Shares represented by such Certificate or Certificates, or be entitled to receive (i) the number of whole BP Amoco Shares to which such holder is entitled in respect of such ARCO Common Shares pursuant to Section 1.3.2 (after giving effect to any Share Election made by such holder) and (ii) receipt a check in the amount (after giving effect to any required tax withholdings) of an “agent’s message” by the Exchange Agent (A) any cash in lieu of fractional shares to be paid pursuant to Section 1.6, plus (B) any cash dividends or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration distributions that the such holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stockpursuant to Section 1.4. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Common Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Company Common Stock (the “Uncertificated Shares”), as applicable. Parent shall make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of shares of Clearwire Capital Company Common Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has in respect of Company Common Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Parent Common Stock constituting part of the Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Company Common Stock or is otherwise required under applicable Lawlaw. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has such taxes have been paid or is are not payable. (d) All shares of Parent Common Stock issued and cash paid upon conversion of shares of Company Common Stock (together with the Company Rights attached thereto) in accordance with the terms of this Article 3 (including any cash paid pursuant to Section 3.04(g) or Section 3.05) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock (and Company Rights). (e) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2Section 3.04. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a3.04(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoParent upon demand, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 3.04 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Considerationthereto, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Common Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCoParent, free and clear of any claims or interest of any Person previously entitled thereto. (g) No dividends or other distributions with respect to Parent Common Stock constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.05, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.05 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Company Stock (the “Uncertificated Shares”). Subject to Section 2.03(f), Parent shall deposit, or cause to be deposited with the Exchange Agent, as needed, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 2, (A) certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (B) an amount of cash necessary to satisfy the cash portion of the Merger Consideration. Promptly after the Closing DateEffective Time (but not later than five Business Days after the Effective Time), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Company Stock at as of the Effective Time a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery thereof) and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will to the Certificates or Uncertificated Shares shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in effecting the surrender of Certificates or Uncertificated Shares in exchange for the Merger Consideration. (b) Each holder of shares of Clearwire Capital Company Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed and validly executed letter of transmittaltransmittal and such other documents as may reasonably be requested by the Exchange Agent, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has Company Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Common Parent Stock constituting the part of such Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Applicable Law. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive such Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f). No interest shall be paid or accrued on the Merger Consideration payable in respect upon the surrender or transfer of such Certificate or Uncertificated Share. Upon payment of the Clearwire Capital StockMerger Consideration pursuant to the provisions of this Article 2, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock formerly represented by such Certificate or Uncertificated Shares. After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) and 2.03(f) that remains unclaimed by the holders of shares of Clearwire Capital Company Stock twelve months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Stock for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to the Merger ConsiderationSection 2.03(f), in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities. Parent shall deposit or cause the Surviving Corporation to deposit with the Exchange Agent (A) the amount of cash, if any, to be paid to holders of fractional shares pursuant to Section 2.07 as promptly as practicable after the determination of such amount pursuant to Section 2.07 and (B) the amount of any dividend or other distributions with a record date after the Effective Time and with a payment date on or prior to the date of surrender or transfer no later than the applicable payment date, which amounts shall be held for the sole benefit of the holders of the shares of Company Stock and for the sole purpose of making the payments contemplated by clause (i) of this Section 2.03(f). (g) Any portion of the aggregate Merger Consideration made available to the Exchange Agent pursuant to Section 2.03 in respect of any Dissenting Shares shall be returned to Parent, upon demand. (h) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred by a holder of Company Stock in connection with the Merger with respect to such Company Stock, and the filing of any related Tax Returns and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder. Parent or the Surviving Corporation shall pay all charges and expenses of the Exchange Agent in connection with the exchange of shares for the Merger Consideration.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Bracknell shall appoint an agent reasonably acceptable to Able (the "Exchange Agent") for the purpose of exchanging certificates representing Able Shares and Series D Shares. As of the Effective Time, Subco shall deposit with the Exchange Agent for the purpose benefit of exchanging the Merger Consideration for: (i) holders of Able Shares and Series D Shares, for exchange in accordance with this Section 2.03, through the Exchange Agent, certificates representing the shares of Clearwire Capital Bracknell Common Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated issuable pursuant to Section 2.02 in exchange for outstanding Able Shares and Series D Shares”). Promptly after the Closing DateEffective Time, NewCo Subco will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Able Shares or Series D Shares at the Effective Time a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates certificates representing Able Shares or transfer of the Uncertificated Series D Shares to the Exchange Agent). (b) Each holder of shares of Clearwire Capital Stock will be entitled Able Shares or Series D Shares that have been converted into a right to receivereceive Bracknell Common Stock, on (i) upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Able Shares or Series D Shares, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (transmittal covering such Able Shares or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Series D Shares, the aggregate Merger Consideration will be entitled to receive in exchange therefor that the number of whole shares of Bracknell Common Stock which such holder has a the right to receive under pursuant to Section 2.52.02, and the certificate or certificates for Able Shares or Series D Shares so surrendered shall be cancelled. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry formUntil so surrendered, unless a physical each such certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergershall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive the Merger Consideration payable upon such surrender a certificate representing shares of Bracknell Common Stock and cash in respect lieu of the Clearwire Capital Stockany fractional shares of Bracknell Common Stock as contemplated by this Section 2.03 and Section 2.05. (c) If any portion shares of the Merger Consideration is Bracknell Common Stock are to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment issued to a Person other than the registered holder of Able Shares or Series D Shares represented by the Certificate certificate or Uncertificated Share certificates surrendered in exchange therefor, it shall be a condition to such issuance that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer Tax or other Taxes required as a result of such issuance to a Person other than the registered holder of such Able Shares or Series D Shares or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockAble Shares or Series D Shares. If, after the Effective Time, Certificates certificates representing Able Shares or Uncertificated Series D Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock as provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion shares of the Merger Consideration Bracknell Common Stock made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) that remains remain unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.Able Shares or

Surrender and Payment. PACIFIC shall, at the Effective Time and upon surrender of a DISTRIBUTORS Certificate (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”hereinafter defined). Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, deliver to each holder of record of one or more certificates representing DISTRIBUTORS Common Stock (collectively, the "DISTRIBUTORS Certificates") that has been converted into PACIFIC Common Stock as set forth in Section 1(f), a certificate or certificates representing the number of PACIFIC Common Stock into which the shares of Clearwire Capital Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” represented by the Exchange Agent (or other evidence, if any, of transfer DISTRIBUTORS Certificate so surrendered shall have been converted as the Exchange Agent may reasonably request) provided in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.51(f). The shares of Class A If any PACIFIC Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration is to be paid to issued in a Person name other than the Person that in whose name the which a DISTRIBUTORS Certificate so surrendered Certificate or the transferred Uncertificated Share is then registered, it will shall be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent such exchange that the Tax has been paid or is not payable. (d) After DISTRIBUTORS Certificate surrendered be accompanied by payment of any applicable transfer taxes and documents required for a valid transfer in the Effective Time, there will be no further registration reasonable judgment of transfers of shares of Clearwire Capital StockPACIFIC and its counsel. If, From and after the Effective Time, Certificates until so surrendered, each DISTRIBUTORS Certificate shall be deemed for all corporate purposes, except as set forth below, to evidence the number of PACIFIC Common Stock into which the DISTRIBUTORS Common Stock represented by such DISTRIBUTORS Certificate shall have been converted. Unless and until any DISTRIBUTORS Certificate shall be so surrendered, the holder of such DISTRIBUTORS Certificate shall have no right to vote or Uncertificated Shares are presented to NewCoreceive any dividends or other distributions made to holders of record of PACIFIC Common Stock after the Effective Time. Upon surrender of a DISTRIBUTORS Certificate, they will the holder of record thereof shall receive, together with certificates representing PACIFIC Common Stock to which he shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and entitled in accordance with Section 1(f), all dividends and other distributions which shall have theretofore been paid or made to holders of record of PACIFIC Common Stock after the procedures set forth, in this Article 2. (e) Any portion Effective Time with respect to such shares. PACIFIC shall be authorized to deliver certificates for PACIFIC Common Stock attributable to any DISTRIBUTORS Certificate theretofore issued which has been lost or destroyed upon receipt of satisfactory evidence of ownership of the Merger Consideration made available to shares of DISTRIBUTORS Common Stock formerly represented thereby and of appropriate indemnification of PACIFIC. Exhibit B annexed hereto sets forth each holder of record of DISTRIBUTORS Common Stock, the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders number of shares of Clearwire Capital DISTRIBUTORS Common Stock twelve months after owned by such holder, and the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged DISTRIBUTORS Certificate(s) representing the shares of Clearwire Capital DISTRIBUTORS Common Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed owned by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretosuch holder.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Republic and Allied shall appoint a mutually acceptable agent (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing representing, immediately prior to the Effective Time, outstanding shares of Clearwire Capital Allied Common Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Allied Common Stock outstanding immediately prior to the Effective Time (the “Uncertificated Shares”). Republic shall (x) deposit with the Exchange Agent, to be held in trust for the holders of Allied Common Stock, certificates (if such shares shall be certificated) representing shares of Republic Common Stock issuable pursuant to Section 2.04 in exchange for outstanding shares of Allied Common Stock and (y) make available to the Exchange Agent, when and as needed, cash in amounts that are sufficient to pay cash in lieu of fractional shares pursuant to Section 2.07 and any dividends or other distributions pursuant to Section 2.05(f), in each case, to be paid in respect of the Certificates and the Uncertificated Shares. Promptly (but in any event within five (5) Business Days) after the Closing DateEffective Time, NewCo will Republic shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Allied Common Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or the documentation required by Section 2.09) or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Allied Common Stock will shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittaltransmittal (or the documentation required by Section 2.09), or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the such holder has a right to receive under pursuant to Section 2.52.04 and any dividends or other distributions payable to such holder pursuant to Section 2.05(f). The shares of Class A Republic Common Stock constituting the part of such Merger Consideration will Consideration, at Republic’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Allied Common Stock or is it otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Allied Common Stock will shall cease to be outstanding and each holder of Clearwire Capital Stock will thereof shall cease to have any rights with respect to the Clearwire Capital Stockthereto, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stockthereof and any dividends or other distributions payable pursuant to Section 2.05(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer Stock Transfer Tax or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After At the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockAllied Common Stock that were outstanding prior to the Merger. If, after the Effective Time, Certificates or Uncertificated Shares are 11 presented to NewCoRepublic, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock as provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.05(a) that remains unclaimed by the holders of shares of Clearwire Capital Allied Common Stock twelve (12) months after the Closing Date will Effective Time shall be returned to NewCoRepublic, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock Certificates or Uncertificated Shares, as the case may be, for the Merger Consideration in accordance with this Section 2.6 before 2.05 prior to that date will time shall thereafter look only to NewCo Republic for payment of the Merger Consideration, and any dividends and distributions distribution with respect to the Merger Considerationthereto, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Republic shall not be liable to any holder of shares of Clearwire Capital Allied Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Allied Common Stock six years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) will shall become, to the extent permitted by applicable Law, the property of NewCoRepublic, free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Republic Common Stock with a record date after the Effective Time, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any unsurrendered Certificate or any Uncertificated Share not transferred, until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Republic have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the amount of all dividends or other distributions, payable with respect to that number of whole shares of Republic Common Stock to which such Person is entitled pursuant to Section 2.04, with a record date after the Effective Time and previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions, payable with respect to that number of whole shares of Republic Common Stock to which such Person is entitled pursuant to Section 2.04, with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed At or prior to the Effective Time, Cal Dive shall appoint W▇▇▇▇ Fargo Bank Minnesota, N.A. or such other exchange agent reasonably acceptable to Cal Dive and the Company (the “Exchange Agent Agent”) for the purpose of exchanging payment of the Merger Consideration for: Consideration. At or prior to the Effective Time, Cal Dive shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common Stock, (ia) cash and (b) certificates representing shares of Clearwire Capital Cal Dive Common Stock, to be paid and issued pursuant to Section 2.1(a) and Section 2.3(a) and (b), and pursuant to Section 2.5 in respect of fractional shares of Cal Dive Common Stock. Any cash and certificates representing Cal Dive Common Stock deposited with the Exchange Agent (including cash in lieu of fraction shares to be paid pursuant to Section 2.5) shall hereinafter be referred to as the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Exchange Fund.” Promptly after the Closing DateEffective Time, NewCo Cal Dive will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Company Common Stock at immediately prior to the Effective Time Time, a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) in such form as the Company and Cal Dive may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. Exchange of any book-entry shares shall be effected in accordance with Cal Dive’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Clearwire Capital Company Common Stock will be entitled (including restricted shares) that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or will be entitled to receive (iii) receipt one or more shares of an “agent’s message” by the Exchange Agent Cal Dive Common Stock (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) which shall be in the case of a non-certificated book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, form unless a physical certificate is requested by requested) representing, in the aggregate, the whole number of shares of Cal Dive Common Stock, if any, that such holder or is otherwise required under applicable Law. As has the right to receive pursuant to Section 2.1 and (ii) a result check in the amount equal to the cash portion of the MergerMerger Consideration, at if any, that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of fractional shares pursuant to Section 2.5. No interest shall be paid or accrued on any Merger Consideration or cash in lieu of fractional shares. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to or registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to such payment or the payment that (i) either registration thereof that the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting such delivery of the payment will Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the payment to name of a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent, the Surviving Company, or Cal Dive, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoCal Dive upon demand, on demand. Any and any holder who has not exchanged his shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.4 prior to that date will time shall thereafter look only to NewCo Cal Dive for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares without any interest thereonsuch holder’s shares. Regardless Notwithstanding the foregoing, none of the preceding sentenceCompany, NewCo will not Cal Dive, or the Exchange Agent shall be liable to any holder of shares of Clearwire Capital Stock for any amounts Merger Consideration from the Exchange Fund properly paid delivered to a public official under pursuant to applicable abandoned property, escheat or similar Laws. property laws. (f) Any amounts remaining unclaimed by holders portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 2.4 to pay for shares of Clearwire Capital Company Common Stock six years after the Closing Date (or that earlier datefor which appraisal rights shall have been perfected shall be returned to Cal Dive, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretoupon demand.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Acquirer shall appoint an exchange agent reasonably acceptable to the Target (the “Exchange Agent Agent”) to act as the agent for the purpose of exchanging for the Per Share Merger Consideration for: : (i) certificates representing the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Clearwire Capital Target Common Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Book-Entry Shares”). On and after the Effective Time, Acquirer shall deposit with the Exchange Agent, sufficient shares of Acquirer Common Stock to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Target Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Acquirer shall take all steps necessary to promptly to deposit in trust additional shares of Acquirer Common Stock with the Exchange Agent sufficient to make all payments required under this Agreement, and Acquirer and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Acquirer shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Target Common Stock for the Per Share Merger Consideration. Promptly after the Closing DateEffective Time, NewCo will Acquirer shall send, or will shall cause the Exchange Agent to send, to each record holder of shares of Clearwire Capital Target Common Stock at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Target Common Stock will that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive, on receive the Per Share Merger Consideration in respect of the Target Common Stock represented by a Certificate or Book-Entry Share upon (i) surrender to the Exchange Agent of a Certificate, together with a properly duly completed and validly executed letter of transmittaltransmittal and such other documents as may reasonably be requested by the Exchange Agent, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares. Until so surrendered or transferred, as the aggregate Merger Consideration that case may be, and subject to the holder has a right to receive under terms set forth in Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book2.03, each such Certificate or Book-entry formEntry Share, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergeras applicable, at shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Per Share Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Clearwire Capital StockPer Share Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion of the Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share Book-Entry Share, as applicable, is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable Uncertificated such Book-Entry Share will shall be properly transferred, and and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes Tax required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After All Per Share Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Target Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockTarget Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Per Share Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Payment Fund that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve Shares six (6) months after the Closing Date will Effective Time shall be returned to NewCoAcquirer, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Target Common Stock or Target Preferred Stock for the Per Share Merger Consideration in accordance with this Section 2.6 before 2.02 prior to that date will time shall thereafter look only to NewCo Acquirer for payment of the Per Share Merger Consideration. Notwithstanding the foregoing, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will Acquirer shall not be liable to any holder of shares of Clearwire Capital Target Common Stock or Target Preferred Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Target Common Stock six or Target Preferred Stock two (2) years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) will shall become, to the extent permitted by applicable Law, the property of NewCo, Acquirer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Acquirer, upon demand.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint a bank, trust company or nationally recognized stockholder services provider or such other Person reasonably acceptable to the Company as the exchange agent (the “Exchange Agent Agent”) for the purpose of exchanging Certificates and Book-Entry Shares representing shares of Company Common Stock. Parent will make available to the Exchange Agent, as needed, the Merger Consideration for: (i) certificates representing to be delivered in respect of the shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Company Common Stock. Promptly after the Closing DateEffective Time, NewCo Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Company Common Stock at as of the Effective Time Time, a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Clearwire Capital Company Common Stock will be entitled that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate or Book-Entry Share, together with a properly completed letter of transmittal, or will be entitled to receive (iii) receipt one or more shares of an “agent’s message” by the Exchange Agent Parent Common Stock (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) which shall be in the case of a non-certificated book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, form unless a physical certificate is requested or required by applicable law) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.4 and (ii) a check in the amount equal to any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.2 and in respect of any dividends and other distributions which such holder has the right to receive pursuant to Section 2.1(f). No interest shall be paid or is otherwise required under applicable Lawaccrued on any Merger Consideration, cash payable in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. As a result of the MergerUntil so surrendered, at each such Certificate or Book-Entry Share shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the payment that (i) either registration thereof that the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting such delivery of the payment will Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the payment to name of a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.that

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Hurricane shall designate its transfer agent, American Stock Transfer & Trust Company, or another bank or trust company reasonably satisfactory to Cyclone to act as the exchange agent hereunder (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Cyclone Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Cyclone Stock (the “Uncertificated Shares”). At the Effective Time, Hurricane shall deposit with the Exchange Agent, to be held in trust for the holders of Cyclone Stock, stock certificates (if such shares shall be certificated) representing shares of Hurricane Stock issuable pursuant to Section 2.04 in exchange for outstanding shares of Cyclone Stock and an amount of cash sufficient to deliver to the holders of Cyclone Stock (other than the Dissenting Shares) the aggregate Merger Consideration. From time to time after the Effective Time, Hurricane shall make available to the Exchange Agent, as needed, cash in amounts that are sufficient to pay cash in lieu of fractional shares pursuant to Section 2.07 and any dividends or other distributions pursuant to Section 2.05(f), in each case, to be paid in respect of the Certificates and the Uncertificated Shares. Promptly after the Closing DateEffective Time, NewCo will but in any event within ten (10) Business Days after the Effective Time, Hurricane shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Cyclone Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Cyclone Stock will shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the such holder has a right to receive under pursuant to Section 2.52.04. The shares of Class A Common Hurricane Stock constituting the part of such Merger Consideration will Consideration, at Hurricane’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Cyclone Stock or is otherwise required under applicable Applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Cyclone Stock will shall cease to be outstanding and each holder of Clearwire Capital Stock will thereof shall cease to have any rights with respect to the Clearwire Capital Stockthereto, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stockthereof and any dividends or other distributions payable in respect thereof in accordance with Section 2.05(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After At the Effective Time, the stock transfer books of Cyclone shall be closed and thereafter there will shall be no further registration of transfers on the transfer books of Cyclone or the Surviving Corporation of the shares of Clearwire Capital StockCyclone Stock which were outstanding immediately prior to such time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock thereof provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.05(a) that remains unclaimed by the holders of shares of Clearwire Capital Cyclone Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoHurricane, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Cyclone Stock for the Merger Consideration in accordance with this Section 2.6 before 2.05 prior to that date will time shall thereafter look only to NewCo Hurricane for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Considerationthereto, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Hurricane shall not be liable to any holder of shares of Clearwire Capital Cyclone Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Cyclone Stock six years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Applicable Law, the property of NewCoHurricane, free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Hurricane constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.05. Following such surrender or transfer, Hurricane shall pay or shall cause the Exchange Agent to pay, without interest, to the Person in whose name the securities of Hurricane have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed The Parties agree that American Stock Transfer and Trust shall act as transfer agent hereunder (the "Exchange Agent") with respect to the Merger. (b) Promptly after the Effective Time, but in any event not later than five (5) business days thereafter, the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, shall send to each holder of shares a stock certificate or certificates that immediately prior to the Effective Time represented outstanding Merger Sub Common Stock, Gemini Common Stock or Uni-Pixel Common Stock (the "Stock Certificates") a letter of Clearwire Capital transmittal and instructions for use in effecting the exchange of the Stock at Certificates for stock certificates representing the applicable Merger Consideration described in Section 3.2 above. Provision also shall be made for holders of the Stock Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions that will specify that and to deliver in person immediately after the delivery will be effectedEffective Time such letter of transmittal and Stock Certificates in exchange for the applicable Merger Consideration. (c) After the Effective Time, and risk of loss and title will passthe Stock Certificates shall represent the right, only on proper delivery of the Certificates or transfer of the Uncertificated Shares upon surrender thereof to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a duly executed and properly completed letter of transmittaltransmittal relating thereto, or (ii) receipt of an “agent’s message” by to receive in exchange therefore the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate applicable Merger Consideration that subject to any required tax withholding, and the holder has a right to receive under Section 2.5Stock Certificates so surrendered shall be canceled. The shares of Class A Common Until so surrendered, each Stock constituting the Merger Consideration will be in uncertificated book-entry formCertificate shall, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the applicable Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (cd) If any portion shares of the Merger Consideration is Company Common Stock are to be paid issued to a Person (as defined above) other than the Person registered holder of the Stock Certificate(s) surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefore, it will shall be a condition to such issuance or payment that the payment that (iStock Certificate(s) either the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the payment will such issuance shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the payment such issuance to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2applicable. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Merger Sub Common Stock, Uni-Pixel Common Stock twelve months or Gemini Common Stock one (1) year after the Closing Date will Effective Time shall be returned to NewCothe Company, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital such holder's Stock for the Merger Consideration Certificates in accordance with this Section 2.6 before 3.3 prior to that date will time shall thereafter look only to NewCo for payment of the Company, as a general creditor thereof, to exchange such Stock Certificates or to pay amounts to which such holder is entitled pursuant to Section 3.1. If outstanding Stock Certificates are not surrendered prior to six (6) years after the Effective Time (or, in any particular case, prior to such earlier date on which any Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration issuable or payable in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital such Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts Certificates would otherwise escheat to or become the property of any Governmental Authority) will becomegovernmental unit or agency), the Merger Consideration issuable or payable in respect of such Stock Certificates shall, to the extent permitted by applicable Lawlaw, become the property of NewCothe Company, free and clear of any all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Parties hereto shall be liable to any holder of Stock Certificates for any amount paid, or Merger Consideration delivered, to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed and, if required by the Company, the posting by such Person of a bond in such reasonable amount as the Company may direct as indemnity against any claim that may be made against it with respect to such Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Stock Certificate the Merger Consideration in respect thereof pursuant to this Agreement.

Surrender and Payment. (a) Clearwire has appointed Prior to the Maverick Effective Time, Cavalier shall appoint a bank, trust company or nationally recognized stockholder services provider or such other Person (as defined below) reasonably acceptable to Maverick as the exchange agent (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) certificates Certificates and Book-Entry Shares representing shares of Clearwire Capital Maverick Common Stock. Cavalier will make available to the Exchange Agent, at or prior to the Maverick Effective Time, a number of shares of Cavalier Class A Common Stock sufficient to pay the aggregate Merger Consideration pursuant to Section 1.4 (together with the cash proceeds of the sale of shares of Cavalier Class A Common Stock by the Exchange Agent pursuant to Section 2.2, the “CertificatesExchange Fund”) or). (iib) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing DateMaverick Effective Time (and in any event within five (5) Business Days after the Maverick Effective Time), NewCo Cavalier will send, or will cause the Exchange Agent to send, to each holder of Certificates representing shares of Clearwire Capital Maverick Common Stock at as of the Maverick Effective Time Time, a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the such Certificates or transfer of the Uncertificated Shares to the Exchange Agent), in such form as Maverick and Cavalier may reasonably agree, for use in effecting delivery of shares of Maverick Common Stock to the Exchange Agent. Exchanges of any Book-Entry Shares shall be effected in accordance with Cavalier’s customary procedures with respect to securities represented by book entry. (bc) Each holder of shares of Clearwire Capital Maverick Common Stock will be entitled that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificate, Certificate (together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” with respect to shares represented by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a bookCertificate and automatically with respect to Book-entry transfer of Uncertificated Entry Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The (i) one or more shares of Cavalier Class A Common Stock constituting the Merger Consideration will (which shall in each case be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested required by applicable federal, state or local, domestic or foreign, statute, law, code, ordinance, rule or regulation of any Governmental Authority, including common law (each, a “Law”)) representing, in the holder or is otherwise required under applicable Law. As a result aggregate, the number of the Merger, at the Effective Time, all shares of Clearwire Capital Cavalier Class A Common Stock will cease to be outstanding and each that such holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except has the right to receive pursuant to Section 1.4 and (ii) a check in the amount equal to any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.2 and in respect of any dividends and other distributions which such holder has the right to receive pursuant to Section 2.1(g). No interest shall be paid or accrued on any Merger Consideration Consideration, cash payable in lieu of fractional shares or cash payable in respect of the Clearwire Capital Stock. (c) If any portion dividends and distributions payable to holders of the Merger Consideration is Certificates or Book-Entry Shares pursuant to be paid to a Person other than the Person in whose name the surrendered Section 2.1(g). Until so surrendered, each such Certificate or Book-Entry Share shall, after the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Maverick Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after represent for all purposes only the Effective Time, Certificates or Uncertificated Shares are presented right to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the receive such Merger Consideration. For the purposes of this Agreement, “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any government-sponsored enterprise, any entity, authority or body exercising executive, legislative, judicial, supervisory, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public self-regulatory organization or official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretothereof.

Surrender and Payment. (a) Clearwire has appointed Prior to the Mailing Date, CME Holdings shall appoint an exchange agent reasonably acceptable to CBOT Holdings (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) certificates Certificates representing shares of Clearwire Capital CBOT Holdings Class A Common Stock and non-certificated shares represented by book entry (the “CertificatesBook-Entry Shares”) or (ii) uncertificated shares of Clearwire Capital Stock (for the “Uncertificated Shares”)Merger Consideration. Promptly after the Closing DateEffective Time, NewCo but in no event more than three (3) Business Days thereafter, the Surviving Entity will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital CBOT Holdings Class A Common Stock at as of the Effective Time (other than any holder which has previously and properly surrendered all of its Certificate(s) to the Exchange Agent in accordance with Section 1.10 ), a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) in such form as CBOT Holdings and CME Holdings may reasonably agree, for use in effecting delivery of shares of CBOT Holdings Class A Common Stock to the Exchange Agent. As promptly as practicable after the Election Date (and in no event later than three (3) Business Days after the Election Date), the Exchange Agent shall determine the Actual Cash Amount and the allocation of Merger Consideration and shall notify CME Holdings of such determination (the date of such determination, the “Determination Date”). At the Effective Time, CME Holdings shall deposit with the Exchange Agent (i) the number of shares of CME Holdings Class A Common Stock (including fractional shares) to be delivered as Stock Consideration in respect of the No Election Shares and the shares of CBOT Holdings Class A Common Stock for which an election to receive stock consideration is properly made and not revoked or lost pursuant to this Section 2.1, (ii) the number of shares of CME Holdings Class A Common Stock (including fractional shares) as shall be necessary to deliver the Stock Consideration in respect of the shares of CBOT Holdings Class A Common Stock for which an election to receive the Stock Consideration is properly made and not revoked or lost pursuant to this Section 2.1, and (iii) the Available Cash Amount. CME Holdings shall also make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions contemplated by Section 2.1(f). Exchange of any Book-Entry Shares shall be effected in accordance with CME Holdings’ customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Clearwire Capital CBOT Holdings Class A Common Stock will be entitled that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The shares (A) one or more certificates of CME Holdings Class A Common Stock constituting the Merger Consideration will (which shall be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested requested) representing, in the aggregate, the number of shares of CME Holdings Class A Common Stock, if any, that such holder has the right to receive pursuant to Section 1.9 and (B) a check in the amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.9 and this Article II, including dividends and other distributions payable pursuant to Section 2.1(f). The Merger Consideration shall be paid as promptly as practicable after receipt by the holder or is otherwise required under applicable Law. As a result Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, at each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the payment that (i) either registration thereof that the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting such delivery of the payment will Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the payment to name of a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital CBOT Holdings Class A Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or the Surviving Entity, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.1(a) that remains unclaimed by the holders of shares of Clearwire Capital CBOT Holdings Class A Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCothe Surviving Entity, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital CBOT Holdings Class A Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.1 prior to that date will time shall thereafter look only to NewCo the Surviving Entity for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares without any interest thereonsuch holder’s shares. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will the Surviving Entity shall not be liable to any holder of shares of Clearwire Capital Stock for any amounts Merger Consideration properly paid delivered to a public official under pursuant to applicable abandoned property, escheat or similar Lawsproperty laws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital CBOT Holdings Class A Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeEntity shall, to the extent permitted by applicable Law, become the property of NewCo, the Surviving Entity free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of CME Holdings Class A Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as provided in this Section 2.1. Following such surrender, there shall be paid, without interest, to the record holder of the shares of CME Holdings Class A Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of CME Holdings Class A Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of CME Holdings Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of CME Holdings Class A Common Stock, all shares of CME Holdings Class A Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Clearwire has appointed Prior to the First Effective Time, the Company will appoint an exchange agent (the “Exchange Agent Agent”) reasonably satisfactory to TRTL for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares consideration payable upon due surrender of Clearwire Capital Stock (Certificates pursuant to the “Certificates”) or (ii) uncertificated shares provisions of Clearwire Capital Stock (the “Uncertificated Shares”)this Article IV, and will enter into an agreement with such Exchange Agent on terms reasonably satisfactory to TRTL. Promptly As soon as reasonably practicable after the Closing DateFirst Effective Time, NewCo the Company will send, or will cause the Exchange Agent to send, to each holder of shares record of Clearwire Capital Stock at the Effective Time Conversion Shares a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) and (ii) to each holder of Company Shares a letter of transmittal (which will specify that the delivery will be effected, and risk of loss and title will pass, only once the register of members of the Company has been updated), both in such form as the Company may reasonably direct, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the consideration payable upon due surrender of the Certificates or exchange of Company Shares once the register of members of the Company has been updated pursuant to the provisions of this Article IV. (b) At or prior to the First Effective Time, the Company will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Conversion Shares and Company Shares, the consideration payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) in relation to the Conversion Shares only, and upon registration in the register of members, in relation to the Company Shares, pursuant to the provisions of this Article IV. Following the Second Effective Time, the Company will make available to the Exchange Agent, when and as needed, cash sufficient to pay the cash portion of any consideration payable pursuant to the provisions of this Article IV. All cash and book-entry shares representing Company Ordinary Shares deposited by the Company with the Exchange Agent for distribution pursuant to this Article IV are referred to in this Agreement as the “Exchange Fund.” The Exchange Agent will, pursuant to irrevocable instructions to be delivered to the Exchange Agent by the Company, deliver the appropriate consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by the Company; provided, that no such investment or losses thereon will affect the consideration payable upon due surrender of the Certificates pursuant to the provisions of this Article IV and the Company will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of Conversion Shares or Company Shares in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, the Company. (c) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) Conversion Shares upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt duly executed and completed in accordance with the instructions thereto, and each holder of an “agent’s message” Company Shares upon delivery to the Exchange Agent of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto and, in each case, such other documents as may reasonably be required by the Exchange Agent (or other evidenceAgent, if anywill be entitled to receive in exchange therefor the consideration payable upon due surrender, of transfer as the Exchange Agent may reasonably request) in the case of a the Conversion Shares only, of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article IV, that such holder has the right to receive; provided, that any TRTL Parent Common Shares issuable pursuant to Section 4.1 shall be uncertificated shares represented by book-entry transfer (“Book-Entry Shares”), and provided also that ownership of Uncertificated Shares, Company Shares is evidenced only by registration in the aggregate Merger Consideration that register of members of the holder has a right to receive under Section 2.5Company. The shares of Class A Common Stock constituting the Merger Consideration No interest will be in uncertificated book-entry form, unless a physical certificate is requested by the holder paid or is otherwise required under applicable Law. As a result accrued on any consideration payable upon due surrender of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect Certificates pursuant to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect provisions of the Clearwire Capital Stockthis Article IV. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate is registered or in whose name the transferred Uncertificated Share is registeredshares are registered in the Company's register of members, as applicable, it will be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share shares registered in the Company's register of members or will establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the First Effective Time, there will be no further registration of transfers of TRTL Class A Common Stock. From and after the First Effective Time, the holders of Certificates representing shares of Clearwire Capital StockTRTL Class A Common Stock outstanding immediately prior to the First Effective Time will cease to have any rights with respect to such shares of TRTL Class A Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the First Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or TRTL Parent, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in this Article 2IV. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months Conversion Shares or Company Shares one year after the Closing Date First Effective Time will be returned by the Exchange Agent to NewCothe Company, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock his or her Conversion Shares for the Merger Consideration in accordance with consideration payable upon due surrender of the Certificates pursuant to the provisions of this Section 2.6 before Article IV prior to that date time will thereafter look only to NewCo the Company for payment delivery of consideration payable upon due surrender of the Merger Consideration, and any dividends and distributions with respect Certificates pursuant to the Merger Consideration, provisions of this Article IV in respect of those shares without any interest thereonsuch holder’s Conversion Shares or Company Shares, as applicable. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo the Company will not be liable to any holder of shares of Clearwire Capital Stock Conversion Shares or Company Shares for any amounts properly paid consideration payable upon due surrender of the Certificates pursuant to the provisions of this Article IV delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts consideration payable upon due surrender of the Certificates pursuant to the provisions of this Article IV remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (Conversion Shares or that earlier date, Company Shares immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeAuthority will, to the extent permitted by applicable Law, become the property of NewCo, the Company free and clear of any claims or interest of any Person previously entitled thereto. (g) Dividends payable by the Company with respect to Company Ordinary Shares will only be paid to holders of Company Ordinary Shares as registered on the register of members of the Company at the time that such dividends are declared. (h) The Company and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Person such amounts as the Company or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign Tax Law. To the extent that amounts are so withheld (and paid to the applicable Governmental Authority) by the Company or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. (i) In the event any Certificates relating to Conversion Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such consideration as may be required pursuant to Article IV and any dividends or distributions payable pursuant to Article IV; provided, however, that the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to the Company, or, if reasonably required by the Company, a bond in such reasonable sum as the Company may direct, as indemnity against any claim that may be made against the Company or the Exchange Agent in respect of such Certificates alleged to have been lost, stolen or destroyed.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, ALC shall appoint an agent reasonably acceptable to Carriage House (THE "EXCHANGE AGENT") for the purpose of exchanging certificates as provided hereunder. As of the Effective Time, ALC shall deposit with the Exchange Agent for the purpose benefit of exchanging the Merger Consideration for: (i) holders of Carriage House Shares, for exchange in accordance with this Section 1.03, through the Exchange Agent, certificates representing the shares of Clearwire Capital ALC Common Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated issuable pursuant to Section 1.02 in exchange for outstanding Carriage House Shares”). Promptly after the Closing DateEffective Time, NewCo ALC will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Carriage House Shares at the Effective Time a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of certificates representing Carriage House Shares and the Uncertificated Shares Acknowledgment Agreement, as defined below, to the Exchange Agent). (b) Each holder of shares of Clearwire Capital Stock will be entitled Carriage House Shares that have been converted into a right to receivereceive ALC Common Stock, on (i) upon surrender to the Exchange Agent of (i) a Certificatecertificate or certificates representing such Carriage House Shares, and (ii) a completed and fully executed Acknowledgment Agreement in the form set forth in EXHIBIT A attached hereto ("ACKNOWLEDGMENT AGREEMENT"), together with a properly completed letter of transmittaltransmittal covering such shares, or will be entitled to receive in exchange therefor (ii1) receipt that number of an “agent’s message” by the Exchange Agent (or other evidence, if any, whole shares of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the ALC Common Stock which such holder has a the right to receive under pursuant to Section 2.5. The 1.02, and (2) cash in lieu of fractional shares of Class A ALC Common Stock constituting which such holder has the Merger Consideration will right to receive pursuant to Section 1.05, and the certificate or certificates for Carriage House Shares so surrendered shall be in uncertificated book-entry formcancelled. Until so surrendered, unless a physical each such certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergershall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive upon such surrender the Merger Consideration payable certificate representing shares of ALC Common Stock and cash in respect lieu of the Clearwire Capital Stockany fractional shares of ALC Common Stock as contemplated by this Section 1.03 and Section 1.05. (c) If any portion shares of the Merger Consideration is ALC Common Stock are to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment issued to a Person other than the registered holder of the Certificate Carriage House Shares represented by the certificate or Uncertificated Share certificates surrendered in exchange therefor, it shall be a condition to such issuance that (i) the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer, (ii) that the Person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder of such Carriage House Shares or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. ; and (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(aiii) that remains unclaimed the Person requesting such issuance shall qualify as an "Accredited Investor" under Regulation D promulgated by the holders United States Securities and Exchange Commission and shall have completed and executed an Acknowledgment Agreement. For purposes of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCothis Agreement, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration"PERSON" means an individual, and a corporation, a partnership, an association, a trust or any dividends and distributions with respect to the Merger Considerationother entity or organization, in respect of those shares without including a government or political subdivision or any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat agency or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretoinstrumentality thereof.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Holding Company shall appoint an agent to be designated by VoiceStream (the "Exchange Agent Agent") for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Omnipoint Common Stock (the “"Certificates”") or for the Merger Consideration. At the Effective Time, Holding Company will deposit (iior cause to be deposited) uncertificated with the Exchange Agent the Merger Consideration to be paid in respect of the shares of Clearwire Capital Stock (the “Uncertificated Shares”"Exchange Fund"). Upon receipt, the Exchange Agent will invest the cash portion of the Exchange Fund in United States government securities maturing at the Election Deadline or such other investments as VoiceStream and Omnipoint may mutually agree. Promptly after the Closing DateEffective Time, NewCo VoiceStream will send, or will cause the Exchange Agent to send, (A) to each holder of shares of Clearwire Capital Stock Omnipoint Common Stock, at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange, and (B) to each holder of shares of Omnipoint Common Stock, an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City time, on a date (the "Election Deadline") to be mutually agreed upon by VoiceStream and Omnipoint (which date shall not be later than the twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Certificates, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Omnipoint Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Omnipoint Common Stock may at any time prior to the Election Deadline revoke his election and withdraw his Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. VoiceStream shall have the right to make rules (which will be described in the Election Form), not inconsistent with the terms of this Agreement, governing the validity of Election Forms and the manner and extent to which Standard Elections, Cash Election or Stock Elections are to be taken into account in making the determinations prescribed by Sections 3.3(g) and 3.3(h). (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) Upon surrender to the Exchange Agent of a its Certificate, together with a properly completed letter of transmittal, or each holder of shares of Omnipoint Common Stock (iithe "Omnipoint Holders") receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The shares of Class A Common Stock constituting promptly after the Election Deadline the Merger Consideration will be (elected or deemed elected by it, subject to Sections 3.3(g) and (h)) in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result respect of the Mergershares of Omnipoint Common Stock represented by its Certificate. Until so surrendered, at each such Certificate shall represent after the Effective Time, for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate so surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that (i) either the surrendered that such Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the Certificate or Uncertificated Share such Certificate, or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Omnipoint Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Stock Election Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Merger Consideration Exchange Fund made available to the Exchange Agent under pursuant to Section 2.6(a3.4(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months Omnipoint Holders, one year after the Closing Date will Effective Time shall be returned to NewCoHolding Company, on upon demand. Any , and any such holder who has not exchanged its shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before 3.4 prior to that date will time shall thereafter look only to NewCo Holding Company for payment of the Merger Considerationsuch consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares such shares, in each case without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Holding Company shall not be liable to any holder of shares of Clearwire Capital Stock Omnipoint Holder for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six the Omnipoint Holders five years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityBody) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCo, Holding Company free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to any Holding Company Common Stock and no cash payment in lieu of fractional shares as provided in Section 3.7, shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in Section 3.4(b). Following such surrender, there shall be paid, without interest, to the Person in whose name such Holding Company Common Stock has been registered, (i) at the time of such surrender, (A) in the case of Certificates, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.7, and (B) the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender, with respect to such Holding Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender, and with a payment date subsequent to surrender, payable with respect to such Holding Company Common Stock. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.4(a) to pay for shares for which appraisal rights have been perfected shall be returned to Holding Company upon demand.

Surrender and Payment. 1. Prior to the Effective Time, Elcotel shall appoint an agent reasonably satisfactory to TSG (athe "Exchange Agent") Clearwire has appointed the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly after the Closing DateEffective Time (but in any event within five business days thereafter), NewCo Elcotel will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Shares at the Effective Time (i) a letter of transmittal and instructions that will for use in such exchange (which shall specify that delivery of the delivery will Merger Consideration shall be effected, and risk of loss and title will to the certificates representing TSG Common Stock shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated certificates representing Shares to the Exchange Agent.) and (ii) instructions for use in effecting the surrender of the certificates representing Shares in exchange for the certificates representing Elcotel Common Stock and cash in lieu of fractional shares of Elcotel Common Stock. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law; (b) 2. Each holder of shares of Clearwire Capital Stock will be entitled Shares that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Shares, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated transmittal covering such Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right entitled to receive the Merger Consideration payable in respect of such Shares and any dividends payable pursuant to Section 1.03(f). Until so surrendered, each such certificate shall, after the Clearwire Capital Stock.Effective Time, represent for all purposes only the right to receive the Merger Consideration and any dividends payable pursuant to Section 1.03(f) and the holder thereof shall not be entitled to vote the Elcotel Common Stock until such certificate is surrendered; (c) 3. If any portion of the certificate representing Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment delivered to a Person other than the registered holder of the Certificate Shares represented by the certificate or Uncertificated Share certificates surrendered in exchange therefor, it shall be a condition to the issuance of such certificate evidencing Elcotel Common Stock that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of shares of Elcotel Common Stock to a Person other than the registered holder of such Shares represented by the certificate or certificates so surrendered or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable.applicable; (d) 4. After the Effective Time, there will shall be no further registration of transfers of shares Shares on the stock transfer book of Clearwire Capital StockTSG. If, after the Effective Time, Certificates or Uncertificated certificates representing Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in this Article 2.I; (e) 5. Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve Shares six months after the Closing Date will Effective Time shall be returned to NewCoElcotel, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock his Shares for the Merger Consideration in accordance with this Section 2.6 before 1.03 prior to that date will time shall thereafter look only to NewCo Elcotel for payment of the Merger Consideration. Notwithstanding the foregoing, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will Elcotel shall not be liable to any holder of shares of Clearwire Capital Stock Shares for any amounts properly amount paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawsproperty laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six Shares seven years after the Closing Date Effective Time (or that such earlier date, date immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeshall, to the extent permitted by applicable Lawlaw, become the property of NewCo, Elcotel free and clear of any claims or interest of any Person previously entitled thereto; 6. No dividends or other distributions with respect to Elcotel Common Stock issued in the Merger shall be paid to the holder of any unsurrendered certificates representing Shares until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following the surrender of such certificates, there shall be paid, without interest, to the record holder of the Elcotel Common Stock issued in exchange therefor at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time payable prior to or on the date of such surrender with respect to such whole shares of Elcotel Common Stock and not previously paid, less the amount of any withholding taxes which may be required thereon; 7. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming such certificate to be lost, stolen or destroyed, Elcotel will, after the Effective Time, issue in exchange for such lost, stolen or destroyed certificate the certificate evidencing shares of Elcotel Common Stock deliverable in respect thereof, as determined in accordance with this Article I. When authorizing such issue of the certificate of shares of Elcotel Common Stock in exchange therefor, Elcotel may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to give Elcotel a bond in such sum as it may direct as indemnity against any claim that may be made against Elcotel with respect to the certificate alleged to have been lost, stolen or destroyed; and 8. Approval and adoption of this Agreement by the stockholders of TSG shall constitute, as an integral part of the Merger, ratification of the appointment of, and the reappointment of, said Exchange Agent.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Ecolab will appoint an exchange agent reasonably acceptable to Nalco (the "Exchange Agent Agent") for the purpose of exchanging the Certificates for Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As soon as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than two Business Days following the Effective Time, Ecolab will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Nalco Common Stock at as of the Effective Time Time, whose shares of Nalco Common Stock were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) in such form as Nalco and Ecolab may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Ecolab will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Nalco Common Stock, shares of Ecolab Common Stock and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 2.7 and Section 2.8, payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article III. Following the Effective Time, Ecolab will make available to the Exchange Agent, when and as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 3.1(g). All cash and book-entry shares representing shares of Ecolab Common Stock deposited with the Exchange Agent are referred to in this Agreement as the "Exchange Fund." The Exchange Agent will, pursuant to irrevocable instructions, deliver the appropriate Merger Consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by Ecolab; provided that no such investment or losses thereon will affect the Merger Consideration payable to holders of shares of Nalco Common Stock entitled to receive such consideration or cash in lieu of fractional interests and Ecolab will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of shares of Nalco Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, Ecolab. (c) Each holder of shares of Clearwire Capital Nalco Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent Agent, will be entitled to receive in exchange therefor (or other evidencei) the number of shares of Ecolab Common Stock representing, in the aggregate, the whole number of shares of Ecolab Common Stock, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the such holder has a the right to receive under and/or (ii) a check in the amount, if any, that such holder has the right to receive in cash, including cash payable in lieu of fractional shares and dividends and other distributions payable pursuant to Section 2.53.1(g), pursuant to Section 2.7, Section 2.8, Article II and this Article III. The shares of Class A Common Stock constituting Following the Election Deadline, the Merger Consideration will be in uncertificated book-entry formpaid as promptly as practicable (by mail or, unless a physical certificate is requested to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder or is otherwise required under applicable Law. As of a result Certificate) after receipt by the Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest will be paid or accrued on any Merger Consideration, at the Effective Time, all cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockCertificates. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share will establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it will be a condition to the registration thereof that the surrendered Certificate will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration will pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Nalco Common Stock. From and after the Effective Time, the holders of Certificates representing shares of Nalco Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Nalco Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or Ecolab, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in Article II and this Article III. Notwithstanding anything to the contrary contained in this Article 2Agreement, the Surviving Corporation is obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Nalco on shares of Nalco Common Stock in accordance with the terms of this Agreement prior to the date hereof and which remain unpaid at the Effective Time. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Nalco Common Stock twelve months one year after the Closing Date Effective Time will be returned to NewCoEcolab, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital Nalco Common Stock for the Merger Consideration in accordance with this Section 2.6 before Article II prior to that date time will thereafter look only to NewCo Ecolab for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder's shares without any interest thereonof Nalco Common Stock. Regardless Notwithstanding the foregoing, none of Ecolab, Merger Sub, the preceding sentence, NewCo Surviving Corporation or the Nalco will not be liable to any holder of shares of Clearwire Capital Nalco Common Stock for any amounts properly paid Merger Consideration delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital Nalco Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeAuthority will, to the extent permitted by applicable LawLaws, become the property of NewCo, Ecolab free and clear of any claims or interest of any Person previously entitled thereto. (g) No dividends or other distributions with respect to shares of Ecolab Common Stock issued in the Merger will be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 3.1. Following such surrender, subject to the effect of escheat, Tax or other applicable Laws, there will be paid, without interest, to the record holder of the shares of Ecolab Common Stock, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such shares of Ecolab Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Ecolab Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions with respect to shares of Ecolab Common Stock, all shares of Ecolab Common Stock to be issued pursuant to the Merger will be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Clearwire has appointed Bellwether shall authorize one or more transfer agent(s) reasonably acceptable to Barg▇ ▇▇ act as Exchange Agent hereunder (the "EXCHANGE AGENT") with respect to the Merger. At or prior to the Effective Time, Bellwether shall deposit with the Exchange Agent for the purpose benefit of exchanging the holders of Barg▇ ▇▇▇mon Stock and Barg▇ ▇ ▇referred Stock, for exchange in accordance with this Section 3.2 through the Exchange Agent, Bellwether Common Stock and cash (collectively, the "EXCHANGE FUND"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration for:in exchange for surrendered Stock Certificates pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.2(e), the Exchange Fund shall not be used for any other purpose. (ib) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing DateEffective Time, NewCo but in any event not later than five business days thereafter, Bellwether will send, or will cause the Exchange Agent to send, to each holder of shares a Stock Certificate or Certificates that immediately prior to the Effective Time represented outstanding Barg▇ ▇▇▇mon Stock or Barg▇ ▇ ▇referred Stock a letter of Clearwire Capital transmittal and instructions for use in effecting the exchange of such Stock at Certificates for certificates representing the Stock Consideration and the Cash Consideration (with respect to the Barg▇ ▇▇▇mon Stock) or the Preferred Stock Merger Consideration (with respect to the Barg▇ ▇ ▇referred Stock). Provision also shall be made for holders of Stock Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions that will specify that and to deliver in person immediately after the delivery will be effectedEffective Time such letter of transmittal and Stock Certificates in exchange for the applicable Merger Consideration. (c) After the Effective Time, and risk of loss and title will passStock Certificates shall represent the right, only on proper delivery of the Certificates or transfer of the Uncertificated Shares upon surrender thereof to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a duly executed and properly completed letter of transmittaltransmittal relating thereto, or (ii) receipt of an “agent’s message” by to receive in exchange therefor the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate applicable Merger Consideration that subject to any required tax withholding, and the holder has a right to receive under Section 2.5Stock Certificates so surrendered shall be canceled. The shares of Class A Common Stock constituting the Merger Consideration No interest will be in uncertificated book-entry formpaid or will accrue on any cash amount payable upon the surrender of any such Stock Certificates. Until so surrendered, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergereach such Stock Certificate shall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the applicable Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (cd) If any portion shares of the Merger Consideration is Bellwether Common Stock are to be issued and/or cash to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Stock Certificate or Uncertificated Share Certificates surrendered in exchange therefor, it shall be a condition to such issuance or payment that the Stock Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Timeapplicable. For this Agreement, there will be no further registration of transfers of shares of Clearwire Capital Stock. If"PERSON" means an individual, after the Effective Timea corporation, Certificates a limited liability company, a partnership, an association, a trust or Uncertificated Shares are presented to NewCoany other entity or organization, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to including a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Common Stock (the “Certificates”) or (ii) uncertificated for the applicable Merger Consideration, and Parent and Exchange Agent shall enter into an exchange agreement which shall, in form and substance, be reasonably acceptable to the Company. Prior to the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Clearwire Capital Stock Common Stock, cash sufficient to pay the aggregate Merger Consideration required to be paid for all of the Certificates at the Effective Time. Any cash deposited with the Exchange Agent shall not be used for any purpose other than as set forth in this ARTICLE II (until released as described herein) and shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation in: (A) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the acquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a “Uncertificated SharesUnited States Bank”), (C) commercial paper issued by a domestic corporation and given a rating of no lower than A1 by Standard & Poor’s Corporation and P1 by ▇▇▇▇▇’▇ Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (D) demand deposits with any United States Bank. The earnings and interest thereon shall be paid to Parent or as Parent directs. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Common Stock at the Effective Time Time, a letter of transmittal and instructions that will for use in effecting the surrender of a Certificate in exchange for payment of the applicable Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Common Stock will that have been converted into the right to receive the applicable Merger Consideration shall be entitled to receive, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed and validly executed letter of transmittaltransmittal in accordance with the instructions thereto, or (ii) and such other documents as may be required pursuant to such instructions, the applicable Merger Consideration in respect of the Common Stock represented by a Certificate. Such payment of the applicable Merger Consideration shall be sent to such holder of shares of Common Stock promptly after receipt of an “agent’s message” such Certificate and letter of transmittal by the Exchange Agent (Agent. Until so surrendered or other evidencetransferred, if any, of transfer as the Exchange Agent case may reasonably request) in the case of a book-entry transfer of Uncertificated Sharesbe, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at each such Certificate shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive such applicable Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect upon surrender of the Clearwire Capital StockCertificates. (c) If any portion of the applicable Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Surviving Corporation and the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the applicable Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2ARTICLE II. From and after the Effective Time, the holders of Certificates evidencing ownership of the Common Stock shall cease to have any rights with respect to such Common Stock except as otherwise provided herein. (e) Any portion of the aggregate Merger Consideration made available to deposited with the Exchange Agent under pursuant to Section 2.6(a2.04(a) and any earnings and interest thereon that remains unclaimed by the holders of shares of Clearwire Capital Common Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Common Stock for the applicable Merger Consideration in accordance with this Section 2.6 before 2.04 prior to that date will time shall thereafter look only to NewCo Parent for payment of the applicable Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares Consideration without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Common Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Exchange Agent Effective Time, DHS shall appoint American Stock Transfer & Trust Company as agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing Shares for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly after the Closing DateEffective Time (but in any event within five (5) business days thereafter), NewCo DHS will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Shares at the Effective Time (i) a letter of transmittal and instructions that will for use in such exchange (which shall specify that delivery of the delivery will Merger Consideration shall be effected, and risk of loss and title will to the certificates representing MAI Common Stock shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated certificates representing Shares to the Exchange Agent), and (ii) instructions for use in effecting the surrender of the certificates representing Shares in exchange for the certificates representing DHS Common Stock constituting Merger Consideration. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (b) Each holder of shares of Clearwire Capital Stock will be entitled Shares that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Shares, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated transmittal covering such Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right entitled to receive the Merger Consideration payable in respect of such Shares and any dividends payable pursuant to Section 1.03(f). Until so surrendered, each such certificate shall, after the Clearwire Capital StockEffective Time, represent for all purposes only the right to receive the Merger Consideration and any dividends payable pursuant to Section 1.03(f). (c) If any portion of the certificate representing Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment delivered to a Person other than the registered holder of the Certificate Shares represented by the certificate or Uncertificated Share or establish certificates surrendered in exchange therefor, it shall be a condition to the satisfaction issuance of the Exchange Agent such certificate evidencing DHS Common Stock that the Tax has been paid certificate or is not payable. (d) After certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available Person requesting such payment shall pay to the Exchange Agent under Section 2.6(a) that remains unclaimed any transfer or other taxes required by the holders reason of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.the

Surrender and Payment. (a) Clearwire has appointed At least ten (10) Business Days prior to the Closing Date, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) and enter into an exchange agent agreement, reasonably acceptable to the Company, with such agent for the purpose of exchanging for the Merger Consideration for: as promptly as practicable after the Effective Time (i) certificates representing shares of Clearwire Capital Stock Company Common Shares (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Stock Company Common Shares (the “Uncertificated Shares”). Promptly At or immediately after the Closing DateEffective Time, NewCo will Parent shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. As promptly as practicable after the Effective Time (but no later than two (2) Business Days thereafter), Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Company Common Shares at the Effective Time a letter of transmittal and instructions that (which will be in a form reasonably acceptable to the Company and finalized prior to the Effective Time and which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Stock Company Common Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that payable for each Company Common Share represented by a Certificate or for each Uncertificated Share (less any applicable withholding). Until so surrendered or transferred, as the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration case may be, each such Certificate or Uncertificated Share will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at represent from and after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration Consideration. No interest will be paid or will accrue on the cash payable in respect upon surrender of the Clearwire Capital Stockany such Company Common Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After At the Effective Time, the share transfer books of the Company will be closed, and there will be no further registration of transfers of shares of Clearwire Capital StockCompany Common Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Clearwire Capital Stock Company Common Shares twelve (12) months after the Closing Date Effective Time will be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock any Company Common Share for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date time will thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares such Company Common Share without any interest thereonthereon (subject to abandoned property escheat or similar Applicable Law). Regardless Notwithstanding the foregoing, none of Parent, the preceding sentence, NewCo Surviving Corporation or the Exchange Agent will not be liable to any holder of shares of Clearwire Capital Stock Company Common Shares for any amounts properly paid Merger Consideration delivered to a public official under Governmental Authority pursuant to any applicable abandoned property, escheat or similar LawsApplicable Law. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (If any Certificate shall not have been surrendered or that earlier date, immediately before the time when the amounts Uncertificated Share shall not have been transferred prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority) will become, then any such Merger Consideration will, to the extent permitted by applicable Applicable Law, become the property of NewCoParent, free and clear of any all claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, AT&T shall appoint an agent (the "Exchange Agent Agent") for the purpose of exchanging the Merger Consideration for: (i) exchanging certificates representing shares of Clearwire Capital MediaOne Common Stock (the “"Common Certificates”") or for the Common Stock Consideration, (ii) uncertificated exchanging certificates representing shares of Clearwire Capital MediaOne Series C Preferred Stock (the “Uncertificated Shares”"Series C Certificates") for the Series C Consideration, (iii) exchanging certificates representing shares of MediaOne Series D Preferred Stock (the "Series D Certificates") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "Series E Certificates")," and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "Certificates") for the Series E Consideration. At the Effective Time, AT&T will deposit with the Exchange Agent (i) the Common Stock Consideration to be paid in respect of shares of MediaOne Common Stock, (ii) the Series C Consideration to be paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.5. The Common Stock Considera- tion, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) through (v) are referred to herein as the "Exchange Fund". Upon receipt, the Exchange Agent will invest the cash portion of the Exchange Fund in United States government securities maturing at the Election Deadline or such other investments as AT&T and MediaOne may mutually agree. Promptly after the Closing DateEffective Time, NewCo AT&T will send, or will cause the Exchange Agent to send, (A) to each holder of shares of Clearwire Capital MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. ) for use in such exchange, and (bB) Each to each holder of shares of Clearwire Capital MediaOne Common Stock, an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock will Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be entitled validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City time, on a date (the "Election Deadline") to receivebe mutually agreed upon by AT&T and MediaOne (which date shall not be later than the twentieth Business Day after the Effective Time), on an Election Form properly completed and executed (iwith the signature or signatures thereon guaranteed to the extent required by the Election Form) surrender by such holder accompanied by such holder's Common Certificates, or by an appropriate guarantee of delivery of such Common Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of MediaOne Common Stock who has made an election by submitting an Election Form to the Exchange Agent of may at any time prior to the Election Deadline change such holder's election by submitting a Certificaterevised Election Form, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” and signed that is received by the Exchange Agent (or other evidence, if any, prior to the Election Deadline. Any holder of transfer as MediaOne Common Stock may at any time prior to the Election Deadline revoke his election and withdraw his Common Certificates deposited with the Exchange Agent may reasonably requestby written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. AT&T will make similar election forms available to the appropriate holders of shares of MediaOne Series D Preferred Stock (if such shares have not been redeemed) and MediaOne Series E Preferred Stock in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested manner contemplated by the holder or is otherwise required under applicable Law. As a result certificates of the Merger, at the Effective Time, all designations for such shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease permit such holders to have any rights make comparable elections with respect to the Clearwire Capital Stock, except conversion adjustments for such shares. AT&T shall have the right to receive make rules (which will be described in the Merger Consideration payable in respect Election Form), not inconsistent with the terms of this Agreement, governing the Clearwire Capital Stock. (c) If any portion validity of Election Forms and the Merger Consideration is manner and extent to which Standard Elections, Cash Election or Stock Elections are to be paid to a Person other than taken into account in making the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (ideterminations prescribed by Sections 3.1(g) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payableand 3.1(h). (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, New Sailfish shall appoint the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Sailfish Common Stock (the “Certificates”) ); or (ii) uncertificated shares of Clearwire Capital Sailfish Common Stock (the “Uncertificated Shares”). Prior to the Effective Time, New Sailfish shall provide or shall cause to be provided to the Exchange Agent shares of New Sailfish Common Stock sufficient in order for the Exchange Agent to distribute the aggregate Merger Consideration. Promptly after the Closing Date, NewCo New Sailfish will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Sailfish Common Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital Sailfish Common Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittaltransmittal (or other evidence, if any, of transfer as the Exchange Agent may reasonably request), or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.52.03. The shares of Class A New Sailfish Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Sailfish Common Stock will cease to be outstanding and each holder of Clearwire Capital Sailfish Common Stock will cease to have any rights with respect to the Clearwire Capital Sailfish Common Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockSailfish Common Stock under Section 2.03. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.:

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Patriot or Bank shall appoint an agent (the “Exchange Agent”), who shall be reasonably acceptable to Prime to act as the agent, in accordance with the terms of an Exchange Agent Agreement (“Exchange Agent Agreement”), in form and substance mutually agreed upon by the parties, for the purpose of exchanging the Merger Consideration for: for the Certificates representing the shares of Prime Common Stock. At the Closing, Patriot or Bank shall (i) certificates representing shares of Clearwire Capital Stock deposit with the Exchange Agent, sufficient cash to pay the Closing Payment (the “Certificates”as defined below) or and (ii) uncertificated deposit with the Escrow Agent (as defined below) the Escrow Amount. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.1(d), Patriot and Bank shall take all steps necessary to deposit in trust additional cash with the Exchange Agent sufficient to make all payments in respect of the Prime Common Stock required under this Agreement, and Patriot and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Clearwire Capital Prime Common Stock (for the “Uncertificated Shares”)Merger Consideration. Promptly after the Closing DateEffective Time, NewCo will Patriot shall send, or will shall cause the Exchange Agent to send, to each record holder of shares of Clearwire Capital Prime Common Stock at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Prime Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receivereceive the Closing Consideration Per Share, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly duly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” transmittal and such other documents as may reasonably be requested by the Exchange Agent (Agent. Until so surrendered or other evidencetransferred, if any, of transfer as the Exchange Agent case may reasonably request) be, and subject to the terms set forth in the case of a book-entry transfer of Uncertificated Sharesthis Section 2.2, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at each such Certificate shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Closing Consideration Per Share payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate. Upon payment of the Clearwire Capital StockClosing Consideration Per Share pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion All Closing Consideration Per Share paid upon the surrender of Certificates in accordance with the Merger Consideration is terms hereof shall be deemed to be have been paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition full satisfaction of all rights pertaining to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferredshares of Prime Common Stock formerly represented by such Certificate, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After and from and after the Effective Time, there will shall be no further registration of or transfers of shares of Clearwire Capital StockPrime Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Merger Closing Consideration payable in respect of the Clearwire Capital Stock Per Share provided for, and in accordance with the procedures set forth, in this Article 2II. (d) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Prime Common Stock twelve (12) months after the Effective Time shall be returned to Patriot, upon demand, and any such holder who has not exchanged shares of Prime Common Stock for the Merger Consideration Per Share in accordance with this Section 2.2 prior to that time shall thereafter look only to Patriot or the Surviving Corporation for payment of the Merger Consideration. Notwithstanding the foregoing, Patriot shall not be liable to any holder of shares of Prime Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders in respect of shares of Clearwire Capital Stock twelve months after the Closing Date will any Dissenting Shares shall be returned to NewCoPatriot or the Surviving Corporation, on upon demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, DHS shall appoint American Stock Transfer & Trust Company as agent (the "Exchange Agent Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly after the Closing DateEffective Time (but in any event within five (5) business days thereafter), NewCo DHS will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Shares at the Effective Time (i) a letter of transmittal and instructions that will for use in such exchange (which shall specify that delivery of the delivery will Merger Consideration shall be effected, and risk of loss and title will to the certificates representing MAI Common Stock shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated certificates representing Shares to the Exchange Agent), and (ii) instructions for use in effecting the surrender of the certificates representing Shares in exchange for the certificates representing DHS Common Stock constituting Merger Consideration. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (b) Each holder of shares of Clearwire Capital Stock will be entitled Shares that have been converted into a right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Shares, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated transmittal covering such Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right entitled to receive the Merger Consideration payable in respect of such Shares and any dividends payable pursuant to Section 1.03(f). Until so surrendered, each such certificate shall, after the Clearwire Capital StockEffective Time, represent for all purposes only the right to receive the Merger Consideration and any dividends payable pursuant to Section 1.03(f). (c) If any portion of the certificate representing Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment delivered to a Person other than the registered holder of the Certificate Shares represented by the certificate or Uncertificated Share certificates surrendered in exchange therefor, it shall be a condition to the issuance of such certificate evidencing DHS Common Stock that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of shares of DHS Common Stock to a Person other than the registered holder of such Shares represented by the certificate or certificates so surrendered or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payableapplicable. (d) After the Effective Time, there will shall be no further registration of transfers of shares Shares on the stock transfer book of Clearwire Capital StockMAI. If, after the Effective Time, Certificates or Uncertificated certificates representing Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months Shares one (1) year after the Closing Date will Effective Time shall be returned to NewCoDHS, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock his Shares for the Merger Consideration in accordance with this Section 2.6 before 1.03 prior to that date will time shall thereafter look only to NewCo DHS for payment of the Merger Consideration. Notwithstanding the foregoing, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will DHS shall not be liable to any holder of shares of Clearwire Capital Stock Shares for any amounts properly amount paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawsproperty laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six Shares seven (7) years after the Closing Date Effective Time (or that such earlier date, date immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeshall, to the extent permitted by applicable Lawlaw, become the property of NewCo, DHS free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to DHS Common Stock issued in the Merger shall be paid to the holder of any unsurrendered certificates representing Shares until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following the surrender of such certificates, there shall be paid, without interest, to the record holder of the DHS Common Stock issued in exchange therefor at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time payable prior to or on the date of such surrender with respect to such whole shares of DHS Common Stock and not previously paid, less the amount of any withholding taxes which may be required thereon. (g) In the event that any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit (containing a standard form of indemnity) of the fact by the person claiming such certificate to be lost, stolen or destroyed, DHS will, after the Effective Time, issue in exchange for such lost, stolen or destroyed certificate the certificate evidencing shares of DHS Common Stock deliverable in respect thereof, as determined in accordance with this Article I. When authorizing such issue of the certificate of shares of DHS Common Stock in exchange therefor, DHS may, in its discretion and as a condition precedent to the issuance thereof, require (unless such requirement is waived by ▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇) the owner of such lost, stolen or destroyed certificate (unless such owner is an institutional investor) to give DHS a bond in such sum as it may direct as indemnity against any claim that may be made against DHS with respect to the certificate alleged to have been lost, stolen or destroyed. (h) Approval and adoption of this Agreement by the stockholders of MAI shall constitute, as an integral part of the Merger, ratification of the appointment of, and the reappointment of, said Exchange Agent.

Surrender and Payment. (a) Clearwire has appointed Prior to the Mailing Date, CME shall appoint an exchange agent reasonably acceptable to GFI (the “Exchange Agent Agent”) for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital GFI Common Stock at as of the Effective Time Time, whose shares of GFI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7 (Effect on Capital Stock) and Section 1.10 (Election Procedures), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as GFI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. At or prior to the Effective Time, CME shall cause to be deposited with the Exchange Agent, for the benefit of the Uncertificated Shares holders of shares of GFI Common Stock, shares of CME Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and this Article II. Following the Effective Time, CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f) (Dividends and Distributions). All cash and book-entry shares representing CME Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall deliver the Merger Consideration contemplated to be issued pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME in short-term direct obligations of the U.S. or short-term obligations for which the full faith and credit of the U.S. is pledged to provide for payment of all principal and interest (or funds that invest in such obligations); provided that no gain or loss thereon shall affect the amounts payable to the holders of GFI Common Stock pursuant to this Agreement. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, CME shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be the property of, and paid to, CME. CME shall be responsible for all fees and expenses of the Exchange Agent. (b) Each holder of shares of Clearwire Capital GFI Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent (or other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The in exchange therefor (i) the number of shares of CME Class A Common Stock constituting the Merger Consideration will (which shall be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested by requested) representing, in the holder or is otherwise required under applicable Law. As a result aggregate, the whole number of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital CME Class A Common Stock, except if any, that such holder has the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and/or (ii) a check in the Person requesting amount, if any, that such holder has the payment will pay right to receive, including cash payable pursuant to Section 1.7(b), cash payable in lieu of fractional shares pursuant to Section 2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section 2.1(f) (Dividends and Distributions) (less any required Tax withholding), in each case pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and this Article II. The Merger Consideration shall be paid as promptly as practicable after receipt by the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to and letter of transmittal in accordance with the satisfaction of the Exchange Agent that the Tax has been foregoing. No interest shall be paid or is not payable. (d) After the Effective Timeaccrued on any Merger Consideration, there will be no further registration cash in lieu of transfers fractional shares or unpaid dividends and distributions payable to holders of shares of Clearwire Capital StockCertificates. IfUntil so surrendered, each such Certificate shall, after the Effective Time, Certificates or Uncertificated Shares are presented represent for all purposes only the right to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the receive such Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretodistributions.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Dai-ichi will appoint a U.S. bank or trust company reasonably acceptable to Protective (the "Exchange Agent Agent") for the purpose of exchanging the Certificates for Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As soon as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than two Business Days following the Effective Time, Dai-ichi will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Common Stock at as of the Effective Time Time, whose shares of Common Stock were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) in such form as Protective and Dai-ichi may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Dai-ichi will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Common Stock, an amount of cash in United States dollars sufficient to make the payments contemplated by Section 2.06, payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article III. All cash deposited with the Exchange Agent is referred to in this Agreement as the "Exchange Fund." The Exchange Agent will, pursuant to irrevocable instructions, deliver the appropriate Merger Consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by Dai-ichi; provided that no such investment or losses thereon will affect the Merger Consideration payable to holders of shares of Common Stock entitled to receive such consideration and Dai-ichi will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of shares of Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, Dai-ichi. (c) Each holder of shares of Clearwire Capital Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor a check in the amount, if any, that such holder has the right to receive in cash pursuant to Section 2.06 and this Article III. The Merger Consideration will be paid as promptly as practicable (by mail or (ii, to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder of a Certificate) after receipt of an “agent’s message” by the Exchange Agent (of the Certificate and letter of transmittal in accordance with the foregoing. No interest will be paid or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate accrued on any Merger Consideration that the holder has a right or on any unpaid dividends and distributions payable to receive under Section 2.5. The shares holders of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockCertificates. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share will establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it will be a condition to the registration thereof that the surrendered Certificate will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration will pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital StockCommon Stock outstanding prior to the Effective Time other than as provided for in Section 2.06(d). From and after the Effective Time, the holders of Certificates representing shares of Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or Dai-ichi, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in Article II and this Article III. Notwithstanding anything to the contrary contained in this Article 2Agreement, the Surviving Corporation is obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Protective with respect to shares of Common Stock in accordance with the terms of this Agreement prior to the Effective Time which remain unpaid at the Effective Time. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Common Stock twelve months one year after the Closing Date Effective Time will be returned to NewCoDai-ichi, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital Common Stock for the Merger Consideration in accordance with this Section 2.6 before Article III prior to that date time will thereafter look only to NewCo Dai-ichi for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder's shares without any interest thereon. Regardless of Common Stock. (g) Neither Dai-ichi, the preceding sentence, NewCo Surviving Corporation nor the Exchange Agent will not be liable to any former holder of shares of Clearwire Capital Common Stock for any amounts properly paid portion of the Merger Consideration delivered to a public official under any Government Authority pursuant to any applicable abandoned property, escheat or similar LawsLaw. Any amounts remaining unclaimed by holders In the event any Certificate has not been surrendered prior to the date as of shares of Clearwire Capital Stock six years after which such Certificate or the Closing Date (or that earlier date, immediately before Merger Consideration payable upon the time when the amounts would otherwise escheat surrender thereof escheats to or become otherwise becomes the property of any Governmental Authority) , Dai-ichi, the Surviving Corporation and the Exchange Agent will become, be permitted to comply with such Laws and the Merger Consideration otherwise payable upon the surrender of such Certificate will be treated for all purposes under this Agreement as having been paid to the extent permitted holder of the shares of Common Stock represented by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretosuch Certificate.

Surrender and Payment. (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, BGCP will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital New JPI Common Stock at as of the Effective Time Time, whose shares of New JPI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7, a letter of transmittal and instructions that will transmittal, substantially in the form attached as Exhibit C hereto (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to BGCP), including instructions for use in effecting the Uncertificated Shares surrender of Certificates (or effective affidavits of loss in lieu thereof) to BGCP in exchange for the Exchange AgentMerger Consideration. (b) Each holder of shares of Clearwire Capital New JPI Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent BGCP of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by BGCP, will be entitled to receive in exchange therefor, as set forth in Section 1.7, (iii) receipt the number of an “agent’s message” by shares of BGCP Common Stock (which shall be in non-certificated book-entry form) representing, in the Exchange Agent (or other evidenceaggregate, the whole number of shares of BGCP Common Stock, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the such holder has a the right to receive under and/or (ii) a check for the amount of cash that such holder has the right to receive, including cash payable in lieu of fractional shares pursuant to Section 2.52.5 and dividends and other distributions payable pursuant to Section 2.1(f) (less any required Tax withholding), in each case pursuant to Section 1.7 and this Article II. The shares of Class A Common Stock constituting the Merger Consideration will shall be in uncertificated book-entry form, unless a physical certificate is requested paid as promptly as practicable after receipt by the holder or is otherwise required under applicable Law. As a result BGCP of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, at cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable Consideration, cash in respect lieu of the Clearwire Capital Stockany fractional shares and any unpaid dividends and distributions. (c) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share shall establish to the satisfaction of BGCP that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to BGCP any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent BGCP that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital New JPI Common Stock. From and after the Effective Time, the holders of Certificates representing shares of New JPI Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of New JPI Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCoBGCP, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in Article I and this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCoNeither BGCP, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration▇▇▇▇▇▇ ▇▇▇ ▇, and any dividends and distributions with respect to the Merger Consideration▇▇▇▇▇▇ ▇▇▇ ▇, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not ▇▇▇ nor New JPI shall be liable to any holder of shares of Clearwire Capital New JPI Common Stock for any amounts properly paid Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions delivered to a public official under any Governmental Entity pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions remaining unclaimed by holders of shares of Clearwire Capital New JPI Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become the property of any Governmental Authority) will becomeEntity shall, to the extent permitted by applicable Law, become the property of NewCo, BGCP free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of BGCP Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.1. Following such surrender, subject to the effect of escheat (in accordance with Section 2.1(e)), Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of BGCP Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of BGCP Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of BGCP Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of BGCP Common Stock, all shares of BGCP Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Clearwire has appointed The Company shall authorize one or more transfer agent(s) reasonably acceptable to NRT to act as Exchange Agent hereunder (the “Exchange Agent”) with respect to the REIT Merger. At or prior to the Effective Time, the Company shall deposit with the Exchange Agent for the purpose benefit of exchanging the holders of shares of NRT Common Stock, for exchange in accordance with this Section 3.02 through the Exchange Agent, certificates representing the Common Conversion Consideration issuable pursuant to Section 3.01. The Company agrees to make available directly or indirectly to the Exchange Agent, from time to time as needed, cash sufficient to pay cash in lieu of any fractional shares pursuant to Section 3.01. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable REIT Merger Consideration for:in exchange for surrendered NRT Stock Certificates pursuant to Section 3.01. Except as contemplated by Section 3.02(c), the REIT Merger Consideration shall not be used for any other purpose. (ib) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing DateEffective Time, NewCo will send, or will the Company shall cause the Exchange Agent to send, send to each holder of shares record of Clearwire Capital NRT Stock at the Effective Time Certificates a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will with respect to the NRT Stock Certificates shall pass, only on upon proper delivery of the NRT Stock Certificates or transfer of the Uncertificated Shares to the Exchange Agent. , and which shall be in a form reasonably acceptable to NRT), and instructions for use in effecting the surrender of NRT Stock Certificates for payment therefor in accordance herewith (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Sharestogether, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock“Exchange Instructions”). (c) If any portion of the REIT Merger Consideration is to be paid to a Person other than the Person registered holder of shares of NRT Common Stock represented by the NRT Stock Certificate(s) surrendered in whose name the surrendered Certificate exchange therefor, no such issuance or the transferred Uncertificated Share is registered, it will payment shall be a condition to the payment that made unless (i) either the NRT Stock Certificate(s) so surrendered Certificate will be have been properly endorsed or will otherwise be are in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the payment will pay such issuance has paid to the Exchange Agent any transfer or other Taxes taxes required as a result of the payment such issuance to a Person other than the registered holder of the Certificate or Uncertificated Share or establish established to the Exchange Agent’s satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payableapplicable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the REIT Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital NRT Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCothe Surviving Entity, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital such holder’s NRT Stock for the Merger Consideration Certificates in accordance with this Section 2.6 before 3.02 prior to that date will time shall thereafter look only to NewCo for payment of the Merger ConsiderationSurviving Entity, and any dividends and distributions with respect as a general creditor thereof, to the Merger Consideration, in respect of those shares without any interest thereonexchange such NRT Stock Certificates or to pay amounts to which such holder is entitled pursuant to Section 3.01. Regardless of the preceding sentence, NewCo will If outstanding NRT Stock Certificates are not be liable surrendered prior to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date Effective Time (or, in any particular case, prior to such earlier date on which any REIT Merger Consideration issuable or that earlier date, immediately before payable upon the time when the amounts surrender of such NRT Stock Certificates would otherwise escheat to or become the property of any Governmental Authority) will becomegovernmental unit or agency), the REIT Merger Consideration issuable or payable upon the surrender of such NRT Stock Certificates shall, to the extent permitted by applicable Lawlaw, become the property of NewCothe Surviving Entity, free and clear of any all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Company, NRT or the Surviving Entity shall be liable to any holder of NRT Stock Certificates for any amount paid, or the REIT Merger Consideration delivered, to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) If any NRT Stock Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such NRT Stock Certificate is lost, stolen or destroyed and, if required by the Surviving Entity, the posting by such Person of a bond in such reasonable amount as the Surviving Entity may direct as indemnity against any claim that may be made against it with respect to such NRT Stock Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed NRT Stock Certificate the REIT Merger Consideration in respect thereof pursuant to this Agreement.

Surrender and Payment. (a) Clearwire has appointed MDH shall appoint the Exchange Agent for the purpose of exchanging the MDH Merger Consideration for: : (i) certificates representing shares of Clearwire Capital MDH Common Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital MDH Common Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo PubCo will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital MDH Common Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital MDH Common Stock will be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate MDH Merger Consideration that the holder has a right to receive under Section 2.52.3(d). The shares of PubCo Class A Common Stock constituting the MDH Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the MDH Merger, at the Effective Time, all shares of Clearwire Capital MDH Common Stock will cease to be outstanding and each holder of Clearwire Capital MDH Common Stock will cease to have any rights with respect to the Clearwire Capital MDH Common Stock, except the right to receive the MDH Merger Consideration payable in respect of the Clearwire Capital MDH Common Stock. (c) If any portion of the MDH Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that : (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital MDH Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCoSurviving MDH, they will be canceled and exchanged for the MDH Merger Consideration payable in respect of the Clearwire Capital MDH Common Stock provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the MDH Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital MDH Common Stock twelve 12 months after the Closing Date will be returned to NewCoSurviving MDH, on demand. Any holder who has not exchanged shares of Clearwire Capital MDH Common Stock for the MDH Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo Surviving MDH for payment of the MDH Merger Consideration, and any dividends and distributions with respect to the MDH Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo Surviving MDH will not be liable to any holder of shares of Clearwire Capital MDH Common Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital MDH Common Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) will become, to the extent permitted by applicable Law, the property of NewCoSurviving MDH, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed At least 10 Business Days prior to the Closing Date, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) and enter into an exchange agent agreement, reasonably acceptable to the Company, with such agent for the purpose of exchanging for the Merger Consideration for: as promptly as practicable after the Effective Time (i) certificates representing shares of Clearwire Capital Stock Company Common Shares (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Stock Company Common Shares (the “Uncertificated Shares”). Promptly Prior to the Effective Time, Parent shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. As promptly as practicable after the Closing DateEffective Time (but no later than two Business Days thereafter), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Company Common Shares at the Effective Time a letter of transmittal and instructions that (which will be in a form reasonably acceptable to the Company and finalized prior to the Effective Time and which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Stock Company Common Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has payable for each Company Common Share represented by a right to receive under Section 2.5Certificate or for each Uncertificated Share (less any applicable withholding). The shares Parent Common Shares constituting part of Class A Common Stock constituting the such Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of Company Common Shares or is otherwise required under applicable Applicable Law. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share will represent from and after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration Consideration. No interest will be paid or will accrue on the cash payable in respect upon surrender of the Clearwire Capital Stockany such Company Common Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After At the Effective Time, the share transfer books of the Company will be closed, and there will be no further registration of transfers of shares of Clearwire Capital StockCompany Common Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve Company Common Shares 12 months after the Closing Date Effective Time will be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock any Company Common Share for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date time will thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares such Company Common Share without any interest thereonthereon (subject to abandoned property escheat or similar Applicable Law). Regardless Notwithstanding the foregoing, none of Parent, the preceding sentence, NewCo Surviving Corporation or the Exchange Agent will not be liable to any holder of shares of Clearwire Capital Stock Company Common Shares for any amounts properly paid Merger Consideration delivered to a public official under Governmental Authority pursuant to any applicable abandoned property, escheat or similar LawsApplicable Law. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts If any Certificate shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority) will become, then any such Merger Consideration will, to the extent permitted by applicable Applicable Law, become the property of NewCoParent, free and clear of any all claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Parent Common Shares constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Stock (the “Certificates”) or (ii) or uncertificated shares of Clearwire Capital Company Stock (the “Uncertificated Shares”). Promptly At or prior to the Effective Time, Parent shall make available to the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Such funds may be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall affect the Merger Consideration payable hereunder and following any losses if such funds are inadequate to pay the amounts to which holders of Company Stock are entitled pursuant to this Article 2, then Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of the Company in the amount of any such deficiency and (ii) such investments shall only be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation or ▇▇▇▇▇’▇ Investors Service, Inc., respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. As promptly as reasonably practicable after the Closing DateEffective Time (but no later than five Business Days thereafter), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting in each case (i) or (ii), the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result respect of the MergerCompany Stock represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, at as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Stock twelve months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Stock for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) shall not be liable to any holder of shares of Clearwire Capital Company Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Applicable Laws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital Company Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become the property of any Governmental Authority) will becomeAuthority shall, to the extent permitted by applicable Applicable Law, become the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Exchange Agent Effective Time, Comcast shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging the Merger Consideration for: (i) exchanging certificates representing shares of Clearwire Capital MediaOne Common Stock (the “Certificates”"COMMON CERTIFICATES") or for the Common Stock Consideration, (ii) uncertificated exchanging certificates representing shares of Clearwire Capital MediaOne Series C Preferred Stock (the “Uncertificated Shares”"SERIES C CERTIFICATES") for the Series C Consideration, (iii) exchanging certificates representing shares of MediaOne Series D Preferred Stock (the "SERIES D CERTIFICATES") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "SERIES E CERTIFICATES", and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "CERTIFICATES") for the Series E Consideration. At the Effective Time, Comcast will make available to the Exchange Agent, as needed, (i) the Common Stock Consideration to be paid in respect of shares of MediaOne Common Stock, (ii) the Series C Consideration to be paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.02(f). The Common Stock Consideration, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) through (v) are referred to herein as the "EXCHANGE FUND". Promptly after the Closing DateEffective Time, NewCo Comcast will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) Upon surrender to the Exchange Agent of a its Certificate, together with a properly completed letter of transmittal, or (i) each holder of shares of MediaOne Common Stock (the "MEDIAONE COMMON HOLDERS") will be entitled to receive the Common Stock Consideration in respect of the shares of MediaOne Common Stock represented by its Certificate; (ii) receipt each holder of an “agent’s message” by shares of MediaOne Series C Preferred Stock (the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request"MEDIAONE SERIES C HOLDERS") in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The the Series C Consideration in respect of the shares of Class A Common MediaOne Series C Preferred Stock constituting represented by its Certificate; (iii) each holder of shares of MediaOne Series D Preferred Stock (the Merger Consideration "MEDIAONE SERIES D HOLDERS") will be entitled to receive the Series D Consideration in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result respect of the Mergershares of MediaOne Series D Preferred Stock represented by its Certificate and (iv) each holder of shares of MediaOne Series E Preferred Stock (the "MEDIAONE SERIES E HOLDERS") will be entitled to receive the Series E Consideration in respect of the shares represented by its Certificate. In addition, at each such MediaOne Common Holder, MediaOne Series C Holder, MediaOne Series D Holder and MediaOne Series E Holder will be entitled to receive any dividends and distributions payable pursuant to Section 3.02(f). Until so surrendered, each such Certificate shall represent after the Effective Time, for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive the Merger Common Stock Consideration, the Series C Consideration, the Series D Consideration payable in respect of or the Clearwire Capital StockSeries E Consideration, as the case may be. (c) If any portion of the Merger Common Stock Consideration, the Series C Consideration, the Series D Consideration or the Series E Consideration is to be paid to a Person other than the Person in whose name the Certificate so surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that (i) either the surrendered that such Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the Certificate or Uncertificated Share such Certificate, or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Common Stock Consideration, the Series C Consideration, the Series D Consideration payable in respect of or the Clearwire Capital Stock Series E Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Merger Consideration Exchange Fund made available to the Exchange Agent under pursuant to Section 2.6(a3.02(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months MediaOne Common Holders, MediaOne Series C Holders, MediaOne Series D Holders and MediaOne Series E Holders one year after the Closing Date will Effective Time shall be returned to NewCoComcast, on upon demand. Any , and any such holder who has not exchanged its shares of Clearwire Capital Stock for the Merger Common Stock Consideration, the Series C Consideration, the Series D Consideration or the Series E Consideration in accordance with this Section 2.6 before 3.02 prior to that date will time shall thereafter look only to NewCo Comcast for payment of the Merger Considerationsuch consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Comcast shall not be liable to any holder of shares of Clearwire Capital Stock MediaOne Common Holder, MediaOne Series C Holder, MediaOne Series D Holder or MediaOne Series E Holder for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six the MediaOne Common Holders, MediaOne Series C Holders, MediaOne Series D Holders and MediaOne Series E Holders five years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCo, Comcast free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to any Comcast Securities constituting part of the Common Stock Consideration, the Series C Consideration, the Series D Consideration or the Series E Consideration and, in the case of the Common Certificates and Series D Certificates, no cash payment in lieu of fractional shares as provided in Section 3.06, shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in Section 3.02(b). Following such surrender, there shall be paid, without interest, to the Person in whose name such Comcast Securities have been registered, (i) at the time of such surrender, (A) in the case of Common Certificates and Series D Certificates, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.06, and (B) the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender, with respect to such Comcast Securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender, and with a payment date subsequent to surrender, payable with respect to such Comcast Securities. (g) Any portion of the Series C Consideration or the Series E Consideration made available to the Exchange Agent pursuant to Section 3.02(a) to pay for shares of MediaOne Series C Preferred Stock or MediaOne Series E Preferred Stock for which appraisal rights have been perfected shall be returned to Comcast upon demand.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent Agent”) for the purpose of exchanging paying the Merger Consideration for: as provided in Section 1.2(a). At or prior to the Effective Time, Parent shall deposit with (ior shall cause to be deposited with) certificates representing the Exchange Agent cash sufficient to pay the full Merger Consideration as provided in Section 1.2(a) in respect of shares of Clearwire Capital Stock Company Common Stock, but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time (the “CertificatesExchange Fund”). If, for any reason (including losses) or (iithe Exchange Fund is inadequate to pay the Merger Consideration as provided in Section 1.2(a) uncertificated in respect of the shares of Clearwire Capital Company Common Stock (excluding any Merger Consideration in respect of any Dissenting Shares as of the “Uncertificated Shares”Effective Time), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit with the Exchange Agent additional cash sufficient to pay all such amounts, and Parent and the Surviving Corporation shall in any event be liable for the timely payment thereof. All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement. Any income from investment of the Exchange Fund will be payable to the Surviving Corporation. Promptly after the Closing DateEffective Time (but in no event later than five (5) Business Days after the Effective Time), NewCo will send, or will Parent shall cause the Exchange Agent to send, send to each holder of shares of Clearwire Capital Company Common Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary or any Subsidiary of the Company or Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Company, and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on proper delivery of the Certificates or upon transfer of the Uncertificated Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry formrespect of such holder’s shares of Company Common Stock. Until the Merger Consideration in respect of a given share of Company Common Stock has been paid, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result such share of the Merger, at Company Common Stock shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration. No interest or dividends will be paid or accrue on any Merger Consideration payable in respect to holders of the Clearwire Capital shares of Company Common Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the a transferred Uncertificated Share share of Company Common Stock is registered, it will shall be a condition to the such payment that that (i) either the surrendered Certificate will such share of Company Common Stock must be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay in advance to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the Certificate or Uncertificated Share such share of Company Common Stock or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After At or after the Effective Time, the transfer books of the Company shall be closed and thereafter there will shall be no further registration of transfers of shares of Clearwire Capital Company Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares shares of Company Common Stock are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a1.3(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 1.3 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those such shares without any interest thereon. Regardless Notwithstanding the foregoing, none of Parent, the preceding sentence, NewCo will not Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the such amounts would otherwise escheat to or become property of any Governmental Authority) will Authority shall become, to the extent permitted by applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) The agreement with the Exchange Agent shall provide that the Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment (including any losses thereon) shall relieve Parent or the Exchange Agent from making the payments required by this Article I, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) all such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as directed by ▇▇▇▇▇▇. To the extent that (i) there are any losses with respect to any investments of the Exchange Fund; (ii) the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to promptly pay the cash amounts contemplated by Section 1.2; or (iii) all or any portion of the Exchange Fund is unavailable for Parent (or the Exchange Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 1.2 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times fully available for distribution and maintained at a level sufficient for the Exchange Agent to make the payments contemplated by Section 1.2. (g) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. X-ceed shall, at the Effective Time and upon surrender of a Mercury Certificate (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”hereinafter defined). Promptly after the Closing Date, NewCo will send, or will cause the Exchange Agent to send, deliver to each holder of record of one or more certificates representing Mercury Common Stock (collectively, the "Mercury Certificates") that has been converted into X-ceed Common Shares as set forth in Section 1(f), (1) a certificate or certificates representing the number of X-ceed Common Shares into which the shares of Clearwire Capital Stock at represented by the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effectedMercury Certificate so surrendered shall have been converted as provided in Section 1(f), and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares (2) cash in an amount equal to the Exchange Agent. (b) Each holder Per Share Cash Consideration multiplied by the number of shares of Clearwire Capital Mercury Common Stock will be entitled to receiverepresented by such Mercury Certificate, on (i) surrender by certified or bank check payable to the Exchange Agent order of a Certificate, together with a properly completed letter the holder of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent such Mercury Certificate (or other evidence, if any, of transfer as the Exchange Agent may reasonably requesthis or her designee) in the case of a book-entry or by wire transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has immediately available funds to a right to receive under Section 2.5deposit account designated by such holder. The shares of Class A If any X-ceed Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease Shares are to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable issued in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration is to be paid to a Person name other than the Person that in whose name the which a Mercury Certificate so surrendered Certificate or the transferred Uncertificated Share is then registered, it will shall be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent such exchange that the Tax has been paid or is not payable. (d) After Mercury Certificate surrendered be accompanied by payment of any applicable transfer taxes and documents required for a valid transfer in the Effective Time, there will be no further registration reasonable judgment of transfers of shares of Clearwire Capital StockX-ceed and its counsel. If, From and after the Effective Time, Certificates until so surrendered, each Mercury Certificate shall be deemed for all corporate purposes, except as set forth below, to evidence the number of X-ceed Common Shares into which the Mercury Common Stock represented by such Mercury Certificate shall have been converted. Unless and until any Mercury Certificate shall be so surrendered, the holder of such Mercury Certificate shall have no right to vote or Uncertificated to receive any dividends or other distributions made to holders of record of X-ceed Common Shares are presented after the Effective Time. Upon surrender of a Mercury Certificate, the holder of record thereof shall receive, together with certificates representing X-ceed Common Shares to NewCo, they will which he shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and entitled in accordance with Section 1(f), all dividends and other distributions which shall have theretofore been paid or made to holders of record of X-ceed Common Shares after the procedures set forth, in this Article 2. (e) Any portion Effective Time with respect to such shares. X-ceed shall be authorized to deliver certificates for X-ceed Common Shares attributable to any Mercury Certificate theretofore issued which has been lost or destroyed upon receipt of satisfactory evidence of ownership of the Merger Consideration made available to shares of Mercury Common Stock formerly represented thereby and of appropriate indemnification of X-ceed. Schedule A annexed hereto sets forth each holder of record of Mercury Common Stock, the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders number of shares of Clearwire Capital Mercury Common Stock twelve months after owned by such holder, and the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged Mercury Certificate(s) representing the shares of Clearwire Capital Mercury Common Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed owned by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretosuch holder.

Surrender and Payment. 2.3.1. Prior to the Effective Time, TLC shall appoint an agent reasonably acceptable to LVCI (athe "Exchange Agent") Clearwire has appointed for the purpose of exchanging certificates representing LVCI Common Shares ("Old Certificates"). As of the Effective Time, Merger Subsidiary shall deposit with the Exchange Agent for the purpose benefit of exchanging the Merger Consideration for: (i) holders of LVCI Common Shares for exchange in accordance with this Section 2.3, through the Exchange Agent, certificates representing shares of Clearwire Capital Stock the TLC Common Shares issuable pursuant to Section 2.2 in exchange for outstanding LVCI Common Shares (the “"New Certificates”) or"). (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)2.3.2. Promptly after the Closing DateEffective Time, NewCo TLC will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock LVCI Common Shares at the Effective Time a letter of transmittal and instructions that will reasonably acceptable to LVCI for use in exchanging such holder's Old Certificates for the New Certificates (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Old Certificates or transfer of the Uncertificated Shares to the Exchange Agent). (b) 2.3.3. Each holder of shares of Clearwire Capital Stock will be entitled LVCI Common Shares that have been converted into a right to receivereceive TLC Common Shares, on (i) upon surrender to the Exchange Agent of a CertificateOld Certificates, together with a properly completed letter of transmittaltransmittal covering such Old Certificates, or shall receive in exchange therefor (iia) receipt that number of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the whole TLC Common Shares which such holder has a the right to receive under pursuant to Section 2.2; (b) cash in lieu of fractional shares pursuant to Section 2.5; and (c) any dividends or distributions the payout date for which shall have occurred, and the Old Certificates so surrendered shall be cancelled. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry formUntil so surrendered, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergereach Old Certificate shall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive upon such surrender the Merger Consideration payable New Certificates representing TLC Common Shares, cash in respect lieu of the Clearwire Capital Stockany fractional TLC Common Shares as contemplated by this Section 2.3 and Section 2.5 and any dividends or distributions. (c) 2.3.4. If any portion of the Merger Consideration is TLC Common Shares are to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment issued to a Person other than the registered holder of the Certificate LVCI Common Shares represented by the Old Certificates surrendered in exchange therefor, it shall be a condition to such issuance that the Old Certificates shall be properly endorsed or Uncertificated Share otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer tax or other taxes required as a result of such issuance to a Person other than the registered holder of such LVCI Common Shares or establish to the reasonable satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) 2.3.5. At the Effective Time, holders of LVCI Common Shares shall cease to be, and shall have no rights as, stockholders of LVCI, other than the right to receive any dividend or other distribution with respect to such LVCI Common Shares with a record date occurring prior to the Effective Time and the consideration provided under this Article 2. After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockLVCI Common Shares. If, after the Effective Time, Old Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock New Certificates as provided for, and in accordance with the procedures set forth, in this Article 2. (e) 2.3.6. Any portion of the Merger Consideration New Certificates made available to the Exchange Agent under pursuant to Section 2.6(a) 2.3.1 that remains remain unclaimed by the holders of shares of Clearwire Capital Stock twelve LVCI Common Shares six months after the Closing Date will Effective Time shall be returned to NewCoTLC, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration his or her LVCI Common Shares in accordance with this Section 2.6 before 2.3 prior to that date will time shall thereafter look only to NewCo for payment of TLC to exchange such LVCI Common Shares. Notwithstanding the Merger Considerationforegoing, the Surviving Corporation and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will TLC shall not be liable to any holder of shares of Clearwire Capital Stock LVCI Common Shares for any amounts properly paid amount paid, or any TLC Common Shares delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any TLC Common Shares or amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six LVCI Common Shares two years after the Closing Date Effective Time (or that such earlier date, date immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeshall, to the extent permitted by applicable Law, become the property of NewCo, TLC free and clear of any claims or interest of any Person previously entitled thereto. 2.3.7. No dividends or other distributions on TLC Common Shares shall be paid to the holder of any unsurrendered Old Certificates until such Old Certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the Person in whose name the New Certificates representing the TLC Common Shares into which such shares were converted are registered, all dividends and other distributions paid in respect of such TLC Common Shares on a date subsequent to, and in respect of a record date after, the Effective Time.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Ecolab will appoint an exchange agent reasonably acceptable to Nalco (the “Exchange Agent Agent”) for the purpose of exchanging the Certificates for Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As soon as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than two Business Days following the Effective Time, Ecolab will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Nalco Common Stock at as of the Effective Time Time, whose shares of Nalco Common Stock were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) in such form as Nalco and Ecolab may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Ecolab will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Nalco Common Stock, shares of Ecolab Common Stock and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 2.7 and Section 2.8, payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article III. Following the Effective Time, Ecolab will make available to the Exchange Agent, when and as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 3.1(g). All cash and book-entry shares representing shares of Ecolab Common Stock deposited with the Exchange Agent are referred to in this Agreement as the “Exchange Fund.” The Exchange Agent will, pursuant to irrevocable instructions, deliver the appropriate Merger Consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by Ecolab; provided that no such investment or losses thereon will affect the Merger Consideration payable to holders of shares of Nalco Common Stock entitled to receive such consideration or cash in lieu of fractional interests and Ecolab will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of shares of Nalco Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, Ecolab. (c) Each holder of shares of Clearwire Capital Nalco Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent Agent, will be entitled to receive in exchange therefor (or other evidencei) the number of shares of Ecolab Common Stock representing, in the aggregate, the whole number of shares of Ecolab Common Stock, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the such holder has a the right to receive under and/or (ii) a check in the amount, if any, that such holder has the right to receive in cash, including cash payable in lieu of fractional shares and dividends and other distributions payable pursuant to Section 2.53.1(g), pursuant to Section 2.7, Section 2.8, Article II and this Article III. The shares of Class A Common Stock constituting Following the Election Deadline, the Merger Consideration will be in uncertificated book-entry formpaid as promptly as practicable (by mail or, unless a physical certificate is requested to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder or is otherwise required under applicable Law. As of a result Certificate) after receipt by the Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest will be paid or accrued on any Merger Consideration, at the Effective Time, all cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital StockCertificates. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share will establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it will be a condition to the registration thereof that the surrendered Certificate will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration will pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Nalco Common Stock. From and after the Effective Time, the holders of Certificates representing shares of Nalco Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Nalco Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or Ecolab, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in Article II and this Article III. Notwithstanding anything to the contrary contained in this Article 2Agreement, the Surviving Corporation is obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Nalco on shares of Nalco Common Stock in accordance with the terms of this Agreement prior to the date hereof and which remain unpaid at the Effective Time. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Nalco Common Stock twelve months one year after the Closing Date Effective Time will be returned to NewCoEcolab, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital Nalco Common Stock for the Merger Consideration in accordance with this Section 2.6 before Article II prior to that date time will thereafter look only to NewCo Ecolab for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder’s shares without any interest thereonof Nalco Common Stock. Regardless Notwithstanding the foregoing, none of Ecolab, Merger Sub, the preceding sentence, NewCo Surviving Corporation or the Nalco will not be liable to any holder of shares of Clearwire Capital Nalco Common Stock for any amounts properly paid Merger Consideration delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital Nalco Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeAuthority will, to the extent permitted by applicable LawLaws, become the property of NewCo, Ecolab free and clear of any claims or interest of any Person previously entitled thereto. (g) No dividends or other distributions with respect to shares of Ecolab Common Stock issued in the Merger will be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 3.1. Following such surrender, subject to the effect of escheat, Tax or other applicable Laws, there will be paid, without interest, to the record holder of the shares of Ecolab Common Stock, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such shares of Ecolab Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Ecolab Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions with respect to shares of Ecolab Common Stock, all shares of Ecolab Common Stock to be issued pursuant to the Merger will be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, AMD shall --------------------- appoint an agent reasonably satisfactory to NexGen (the "Exchange Agent Agent") for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital NexGen Common Stock (as provided in Section 1.5. At the “Certificates”) or (ii) uncertificated Effective Time, AMD will deposit with the Exchange Agent certificates representing the aggregate number of shares of Clearwire Capital AMD Common Stock (the “Uncertificated Shares”)to be issued in respect of shares of NexGen Common Stock. Promptly after the Closing DateEffective Time, NewCo AMD will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital NexGen Common Stock at the Effective Time a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer certificates representing shares of the Uncertificated Shares NexGen Common Stock to the Exchange Agent. (b) Each holder of shares of Clearwire Capital NexGen Common Stock will be entitled that have been converted into a right to receive, on (i) receive shares of AMD Common Stock upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such shares of NexGen Common Stock, together with a properly completed letter of transmittaltransmittal covering such shares, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The the shares of Class A AMD Common Stock constituting the Merger Consideration will be issuable in uncertificated book-entry formrespect of such shares. Until so surrendered, unless a physical each such certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergershall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable in respect such shares of the Clearwire Capital AMD Common Stock. (c) If any portion shares of the Merger Consideration is AMD Common Stock are to be paid to a Person person other than the Person registered holder of the shares of NexGen Common Stock represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it will shall be a condition to such payment that the payment that (i) either the certificate or certificates so surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or and that the applicable Uncertificated Share will be properly transferred, and (ii) the Person person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person person other than the registered holder of the Certificate or Uncertificated Share such shares of NexGen Common Stock or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital NexGen Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares certificates representing shares of NexGen Common Stock are presented to NewCoNexGen or AMD, they will shall be canceled and exchanged for the Merger Consideration payable in respect shares of the Clearwire Capital AMD Common Stock provided for, and in accordance with the procedures set forth, in this Article 2forth herein. (e) Any portion shares of the Merger Consideration made available to AMD Common Stock deposited with the Exchange Agent under pursuant to Section 2.6(a1.6(a) that remains remain unclaimed by the holders of shares of Clearwire Capital NexGen Common Stock twelve months after the Closing Date will Effective Time shall be returned to NewCoAMD upon demand, on demand. Any and any such holder who has not exchanged his shares of Clearwire Capital NexGen Common Stock for the Merger Consideration AMD in accordance with this Section 2.6 before 1.6 prior to that date will time shall thereafter look only to NewCo AMD for payment his claim for AMD Common Stock, any cash in lieu of the Merger Consideration, fractional shares of AMD Common Stock and any dividends and or distributions with respect to AMD Common Stock. Notwithstanding the Merger Considerationforegoing, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will AMD shall not be liable to any holder of shares of Clearwire Capital AMD Common Stock for any amounts properly amount paid to a public official under pursuant to applicable abandoned propertyproperty laws. (f) No dividends or other distributions with respect to the AMD Common Stock to be issued in the Merger shall be paid to the holder of any unsurrendered certificates representing shares of NexGen Common Stock until such certificates are surrendered as provided in this Section 1.6. Upon such surrender, escheat there shall be paid, without interest, to the holder of the AMD Common Stock into which such shares of NexGen Common Stock were converted, (1) all dividends and other distributions in respect of AMD Common Stock that are payable on a date subsequent to, and the record date for which occurs after, the Effective Time, and (2) all dividends or similar Laws. Any amounts remaining unclaimed by holders other distributions in respect of shares of Clearwire Capital NexGen Common Stock six years after that are payable on a date subsequent to, and the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Lawrecord date for which occurs before, the property of NewCo, free and clear of any claims or interest of any Person previously entitled theretoEffective Time.