Common use of Voting Agreement Proxy Clause in Contracts

Voting Agreement Proxy. (a) To the extent this ----------------------- Agreement constitutes a voting agreement in accordance with Section 218(c) of the Delaware General Corporation Law, it is intended to comply therewith and be enforceable thereunder. The voting obligations of Sprint under this Agreement, including without limitation, those set forth in Sections 2.02, 4.02 and 4.03 hereof, shall be irrevocable. (b) In order to ensure that the voting agreements set forth in Sections 2.02, 4.02 and 4.03 hereof will be fulfilled, each of Sprint and Sprint L.P. agrees to grant, and concurrently with the execution of this Agreement hereby grants, to the Company and Newco, or either of them, an Irrevocable Proxy, coupled with an interest, with respect to (a) the matters contemplated by Section 2.02 hereof, all of the Equity Securities owned by Affiliated Equity Holders and (b) with respect to the matters contemplated by Section 4.02 or Section 4.03 hereof, the Specified Number of Equity Securities covered by such voting agreements which Sprint or Sprint L.P. beneficially owns, as determined under Rule 13d-3 of the Exchange Act, in each such case, for and in the name, place and stead of such stockholder or any of its Affiliated Equity Holders, at any annual or special meeting of the holders of Newco Common Stock and at any adjournment or postponement thereof, or pursuant to any consent in lieu of a meeting. The Irrevocable Proxy granted by each of the Sprint and Sprint L.P. constitutes the valid and effective irrevocable proxy, coupled with an interest, of each of Sprint and Sprint L.P. in respect of the Equity Securities beneficially owned by each of them, within the meaning of Section 212(e) of the Delaware General Corporation Law; revokes any proxy or proxies or powers of attorney heretofore given by either of them in respect of such Equity Securities; shall remain in full force and effect and is and shall be irrevocable until the termination of this Agreement and is coupled with an interest and an integral part of the benefits and obligations of each of Sprint and Sprint L.P. and the rights and benefits of the Company and Newco.

Voting Agreement Proxy. With respect to (i) the shares of the Company’s Common Stock beneficially owned by you as of the date of this Agreement and (ii) any options, restricted stock, restricted stock units or other Company securities or rights to acquire Company securities beneficially owned by you as of the date of this Agreement (collectively, the “Shares”), you represent, warrant and agree as follows: (a) To You are the extent beneficial owner (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that for the purposes of this ----------------------- Agreement constitutes a voting agreement in accordance with Section 218(cparagraph 7, such term shall include any Shares that may be acquired more than 60 days from the date hereof) of all of the Delaware General Corporation LawShares. You have sole voting power and the sole power of disposition with respect to all of the Shares, it is intended with no limitations, qualifications or restrictions on such rights (subject to comply therewith applicable federal securities laws and be enforceable thereunderthe terms of this Agreement). Such Shares constitute all of the Shares beneficially owned by you. The Shares are held by you, or by a nominee or custodian for the benefit of you, free and clear of all mortgages, claims, charges, liens, security interests, pledges, options, proxies, voting obligations of Sprint under this Agreementtrusts or agreements (“Encumbrances”), including without limitation, those set forth in Sections 2.02, 4.02 except for any such Encumbrances arising hereunder and 4.03 hereof, shall be irrevocableEncumbrances applicable to all securityholders alike. (b) In order to ensure that the voting agreements set forth in Sections 2.02The execution, 4.02 delivery and 4.03 hereof will be fulfilled, each of Sprint and Sprint L.P. agrees to grant, and concurrently with the execution performance of this Agreement hereby grantsby you will not violate any voting agreement or voting trust to which you are a party or is subject. (c) To the extent the Shares constitute community property, to the terms of this paragraph 7 have been duly authorized and approved by, and constitute a valid and binding agreement of, your spouse, and is enforceable against such person in accordance with the terms hereof. (d) You understand and acknowledge that the Company and Newco, or either of them, an Irrevocable Proxy, coupled with an interest, with respect to (a) the matters contemplated by Section 2.02 hereof, all of the Equity Securities owned by Affiliated Equity Holders and (b) with respect to the matters contemplated by Section 4.02 or Section 4.03 hereof, the Specified Number of Equity Securities covered by such voting agreements which Sprint or Sprint L.P. beneficially owns, as determined under Rule 13d-3 of the Exchange Actis entering into this Agreement in reliance, in each such casepart, for upon your representations, warranties and agreements contained in this paragraph 7. (e) You hereby irrevocably and unconditionally agree that, during the nameVoting Period (as defined below), place and stead of such stockholder you shall (i) appear (in person or any of its Affiliated Equity Holders, by proxy) at any meeting (whether annual or special meeting and whether or not an adjourned or postponed meeting) of the holders of Newco the Company’s Common Stock and at any adjournment or postponement thereofStock, properly called, or pursuant to any consent in lieu of a meeting. The Irrevocable Proxy granted by each of otherwise cause the Sprint and Sprint L.P. constitutes the valid and effective irrevocable proxy, coupled with an interest, of each of Sprint and Sprint L.P. in respect of the Equity Securities Shares then beneficially owned by each you to be counted as present thereat for purposes of themestablishing a quorum, within and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (i) “For” any director nominee recommended by the meaning Company’s Board of Section 212(eDirectors for election, (ii) “For” the adoption and/or approval of any matter submitted for adoption and/or approval by holders of the Delaware General Corporation Law; revokes Company’s Common Stock that has been recommended for adoption and/or approval by the Company’s Board of Directors, (iii) “Withhold” or “Against” any proxy or proxies or powers director nominee not recommended by the Company’s Board of attorney heretofore given Directors for election and (iv) “Against” the adoption and/or approval of any matter submitted for adoption and/or approval by either holders of them in respect the Company’s Common Stock that has not been recommended for adoption and/or approval by the Company’s Board of such Equity Securities; Directors. The term “Voting Period” shall remain in full force and effect and is and shall be irrevocable until mean the termination period from the date of this Agreement and is coupled with an interest and an integral part to the earlier to occur of (i) the sale or transfer to one or more parties who are not affiliates of you of all of the benefits and obligations of each of Sprint and Sprint L.P. and Shares, (ii) June 30, 2018 or (iii) the rights and benefits written mutual agreement of the Company and Newcoyou to terminate the application of this paragraph 7.