Common use of Conditions to Each Party’s Obligations Clause in Contracts

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be subject to the following conditions (each of which shall be determined and may be relied upon on an independent basis): (a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in accordance connection with this Merger shall have been approved by the DGCL requisite vote under the rules and Nasdaq rulesregulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR ActAct and all other applicable material foreign antitrust, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andcompetition and merger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)been terminated; (e) the receipt Parent Shares issuable to stockholders of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will this Agreement shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved authorized for listing on Nasdaq or the NYSE, subject only to NNM upon official notice of issuance; (if) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation The Company and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Parent shall each have received an a written opinion from Tax Counselits tax counsel, in form and substance reasonably satisfactory to the Partiesit, to the effect that the Recapitalization and for federal income tax purposes the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) NewCo LLC all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to a Material Adverse Effect on the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesCompany; and (oh) Clearwire there shall have received written consents of not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Required Lenders Merger and the other transactions contemplated hereby (as defined or in the Credit Agreement) under case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Credit Agreement to Company or the execution and delivery of this Agreement and Parent at or after the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or written waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) This Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with approved and adopted by the DGCL requisite vote under applicable law of the stockholders of the Company and Nasdaq rulesParent; (b) The SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and no effective. No stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC;; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties. (c) no applicable Law will prohibit No judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, “Restraints”) shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; provided, however, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the The waiting period applicable to the consummation of the Transactions period(s) under the HSR Act, the expiration or termination of any mandatory waiting period Act and all applicable to the Transactions under any applicable material foreign antitrust Laws, andmerger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);been terminated; and (e) the receipt Parent Shares issuable to stockholders of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to this Agreement and such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock other shares required to be issued reserved for issuance in connection with the Merger and to Google under this Agreement and upon conversion of (including the Class B Common Stock and the Class B Common Units will Substitute Warrants) shall have been approved authorized for listing on Nasdaq or the NYSE, subject only to NCM upon official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) this Agreement and the Clearwire Stockholder Merger shall have received the Requisite Raptor Shareholder Approval will have been obtained in accordance with by Raptor Shareholders and the DGCL and Nasdaq rulesRequisite Axent Shareholder Approval by Axent Shareholders; (b) the Registration Statement will shall have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will shall have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECSEC and remain in effect; (c) no applicable Law will prohibit temporary restraining order, preliminary or prevent permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the TransactionsMerger or limiting or restricting in a materially adverse way Axent's conduct or operation of the business of the Surviving Corporation after the Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal; (d) Axent shall have received all permits and other authorizations required under applicable state securities laws for the expiration or termination issuance of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Merger Shares; (e) Axent shall have received the receipt written opinion of its counsel and Raptor shall have received the written opinion of counsel to Raptor, substantially in the forms attached hereto as EXHIBITS H and I respectively, to the effect that the Merger will be treated for federal income tax purposes as either (i) a reorganization within the meaning of Sections 368(a)(i)(A) and 368(a)(2)(E) of the FCC Consent for Code or (ii) if the consummation Surviving Corporation is liquidated or merged upstream into Axent after the Merger and if such liquidation or merger is determined to be pursuant to the overall plan of reorganization contemplated hereby, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) or 368(a)(1)(C) of the Transactions without Code, depending upon whether the imposition Surviving Corporation is merged upstream or liquidated after the Merger (in rendering such opinions counsel may rely upon customary representations and certificates of any Burdensome Condition on or with respect Axent, the Transitory Subsidiary, Raptor and certain of their Shareholders, in a form reasonably satisfactory to such Party or over which such Party has an approval right pursuant to Section 10.3(dcounsel); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will Shares shall have been approved for listing quotation on The Nasdaq or the NYSE, subject only to National Market upon official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be transactions contemplated by this Agreement are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will following matters shall have been obtained duly approved by holders of more than 50% of Parent’s outstanding voting securities (as that term is defined in accordance the Investment Company Act): (i) the amendment to Parent’s Organizational Documents to provide for a 1- for- 2 reverse stock split of the outstanding Parent Common Stock, (ii) the Reincorporation Merger Agreement and approve the Reincorporation Merger, (iii) this Agreement and the Transactions contemplated hereby, (iv) the issuance of the Stock Consideration, (v) the issuance of Buyer Common Stock for a twelve (12) month period following the Closing at price below the then current net asset value and, (vi) (ii) the entry by the Buyer into an investment advisory agreement with the DGCL and Nasdaq rules;Princeton Investment Advisors, LLC. (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness If approval of the Registration matters listed in Section 5.1(a) are obtained by Stockholder Consent, the Information Statement will shall have been issued and no Proceedings for that purpose will have been initiated or be threatened by mailed to the SECstockholders of the Parent (in accordance with Regulation 14C of the Exchange Act) at least 20 days prior to Closing; (c) no applicable Law will prohibit Order issued by any Governmental Entity or prevent other law preventing or making illegal the consummation of the Transactionstransactions contemplated by this Agreement; (d) the expiration or termination Parent and the Partnerships shall have completed all necessary legal due diligence satisfactorily to each of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, them in their sole discretion; and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) all Regulatory Approvals required by applicable law to consummate the receipt of transactions contemplated by the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with Laws in respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire thereof shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)expired.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be transactions contemplated by this Agreement are subject to the following conditions (fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which shall be determined and may be relied upon on an independent basis):waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) The transactions contemplated by this Agreement shall have been approved and adopted by the Clearwire Stockholder Approval will Required Seller Vote. (i) Any applicable approvals or waiting periods required under the Antitrust Laws or foreign investment Laws of The Netherlands, the European Union or the United States shall have expired or early termination thereof shall have been granted; (ii) the approvals of the AT and the FCC shall have been received, and (iii) all other approvals or waiting periods required under any other Antitrust Law or foreign investment Law shall have been obtained or expired, except for approvals the failures of which to have been obtained and waiting periods the failures of which to have expired, do not and would not reasonably be expected to have, individually or in accordance with the DGCL and Nasdaq rules;aggregate, a Material Adverse Effect. (bi) the Registration Statement will No Governmental Authority shall have become effective under the Securities Actenacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), in any case which is in effect and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated which prevents or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the prohibits consummation of the Transactions; transactions contemplated by this Agreement; and (dii) no Governmental Authority shall have instituted any action or proceeding (which remains pending at what would otherwise be the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR ActClosing Date) before any court in The Netherlands, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicableEuropean Union, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order United States or any order of other country or before any nature will have been issued by a other Governmental Authority of competent jurisdiction prohibiting the seeking to enjoin, restrain or otherwise prohibit consummation of the Transactions as provided in transactions contemplated by this Agreement; (h) the Class A Common Stock required to be issued , except, in the Merger and to Google under this Agreement and upon conversion case of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii), for Laws, actions and proceedings that do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) NewCo LLC shall have received an opinion from Tax CounselAll authorizations, in form and substance reasonably satisfactory to the Parties consents or approvals of a Governmental Authority (other than those Parties who make their entire Investment into NewCo specified in accordance Section 9.01(b) hereof) required in connection with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation performance of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing obligations hereunder shall have been refinanced made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in full the aggregate, a Material Adverse Effect, except for such authorizations, consents or approvals, the failures of which to have been made or obtained do not and would not reasonably be expected to have, individually or in accordance with this Agreement (the “Credit Agreement Refinancing”)aggregate, a Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at to complete the Transactions to be performed by it in connection with the Closing to effect the Transactions will be is subject to the satisfaction before or on the Closing Date of the following conditions (each conditions, any of which may be waived in whole or in part in writing by IESI-BFC on its own behalf, and by WSI on its own behalf, and which the Parties shall use their commercially reasonable efforts, as applicable, to satisfy as soon as practicable but in any event before the Outside Date: 6.1.1. The applicable waiting period under the HSR Act shall have expired or terminated, the Competition Act Approval shall have been obtained, and all other material Regulatory Approvals shall have been obtained. 6.1.2. On the Closing Date, there shall be determined no Law or Order prohibiting or seeking to prohibit the Closing of the Transactions and may be relied upon on an independent basis):no Action by or before any Governmental Authority seeking to prohibit the Closing of the Transactions. (a) the Clearwire Stockholder Approval will 6.1.3. The Registration Statement shall have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued shall be in effect and no Proceedings proceedings for that such purpose will have been initiated or shall be threatened by pending before the SEC;. (c) no applicable Law will prohibit or prevent the consummation 6.1.4. The common shares of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required IESI-BFC to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been conditionally approved for listing on Nasdaq or the NYSE, Toronto Stock Exchange (subject only to the satisfaction of customary conditions) and the New York Stock Exchange (subject only to the occurrence of Closing and matters attendant thereto and official notice of issuance;). (i) the Certificate of Merger will 6.1.5. The WSI Stockholder Approval Matters shall have been filed with approved at the Delaware Secretary WSI Stockholders Meeting. 6.1.6. WSI shall receive the opinion of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax CounselWSI, in form and substance reasonably satisfactory to WSI, and IESI-BFC shall receive the Partiesopinion of Torys LLP, counsel to IESI-BFC, in form and substance reasonably satisfactory to IESI-BFC, each dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of IESI-BFC, Merger Sub and WSI, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Recapitalization and (i) the Merger will qualify as tax-free reorganizations of Clearwire a reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC WSI and IESI-BFC will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.1.6, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Torys LLP shall each have received an opinion from Tax Counsel, and may rely upon the certificates and representations referred to in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)5.21.3 hereof.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Company shall have been obtained in accordance with (and shall have provided copies thereof to the DGCL and Nasdaq rules; (bParent) the Registration Statement will have become effective under written consents of (i) all of the Securities Actmembers of its Board of Directors, (ii) a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), and no stop order suspending the effectiveness (iii) sixty-six and two-thirds (66 2/3%) of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened outstanding shares of Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, to approve the execution, delivery and performance by the SEC; (c) no applicable Law will prohibit or prevent the consummation Company of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and other Transaction Documentation to which the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax CounselCompany is a party, in form and substance reasonably satisfactory to the PartiesParent; (b) the Parent, Split-Off Subsidiary and the Split-Off Purchaser shall have executed and delivered the Split-Off Agreement and a General Release Agreement, and all other documents anticipated by such agreements, and the Split-Off shall be effective immediately prior to the effect that Effective Time; (c) the Recapitalization and the Merger will qualify as taxSplit-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC Off Purchaser shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory surrendered to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) Parent the certificates for Parent Common Stock representing the Share Contribution, duly endorsed to the effect thatParent or in blank, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; andwith Medallion Signature Guaranteed stock powers; (od) Clearwire the Parent shall have received written consents of delivered to the Required Lenders Split-Off Purchaser certificates representing the Shares (as defined in the Credit Split-Off Agreement) of stock of Split-Off Subsidiary deliverable to the Split-Off Purchaser under the Credit Split-Off Agreement, duly registered in the name of the Split-Off Purchaser or as directed by the Split-Off Purchaser; (e) the Parent and the Company shall have completed all necessary legal due diligence to their reasonable satisfaction; (f) the employment agreements of M▇▇▇▇▇▇ ▇▇▇▇▇▇, as Chief Executive Officer, and B▇▇▇▇▇ ▇. Makes, as Chief Financial Officer, with the Company shall have been assigned to and assumed by the Parent; and (g) the closing of at least the Minimum Amount of the Private Placement Offering shall have occurred, or shall occur simultaneously with the Closing, on the terms and conditions set forth in the Subscription Agreement; and (h) each of the individuals set forth on Exhibit D to this Agreement shall have executed and delivered to the execution and delivery Parent an agreement substantially in the form of this Agreement and the consummation of the Transactions Exhibit E attached hereto (the “Credit Agreement Consent”) or all principal, accrued interest Lock-Up and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement RefinancingNo-Shorting Agreements”).

Conditions to Each Party’s Obligations. The respective obligations -------------------------------------- of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Merger shall have received the Requisite Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rulesApprovals; (b) the S-4 Registration Statement will shall have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will shall have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECSEC and remain in effect; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; provided, however, that each of the parties shall -------- ------- have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR Act, the expiration or termination of any mandatory waiting period Act and all applicable to the Transactions under any applicable material foreign antitrust Laws, andmerger laws, if applicableany, the receipt shall have expired; and each of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock Parent and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Company shall have received an a written opinion from Tax Counselits respective tax counsel (▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, respectively), in form and substance reasonably satisfactory to the Partiesthem, to the effect that the Recapitalization and the Merger will qualify as constitute a tax-free reorganizations of Clearwire reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC such opinions shall not have received an opinion from Tax Counselbeen withdrawn; provided, in form and substance reasonably satisfactory however, that if the counsel -------- ------- to either Parent or the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) party renders such opinion to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement such party. The parties to the execution and delivery of this Agreement and agree to make such reasonable representations as requested by such counsel for the consummation purpose of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under rendering such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)opinions.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Company shall have been obtained in accordance with (and shall have provided copies thereof to the DGCL and Nasdaq rules; (bParent) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness written consents of (i) all of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened members of its Board of Directors, (ii) Company Stockholders holding shares of Company Stock representing at least a majority of the votes represented by the SEC; (c) no applicable Law will prohibit or prevent the consummation outstanding shares of the Transactions; (d) the expiration or termination of the waiting period applicable Company Stock entitled to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition vote on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion the Merger, and (iii) Company Stockholders holding shares of Company Senior Preferred Stock representing at least a majority of the Class B outstanding shares of Company Senior Preferred Stock, voting as a separate class on an as converted to Company Common Stock basis, to approve the execution, delivery and performance by the Company of this Agreement and the Class B Common Units will have been approved for listing on Nasdaq or other Transaction Documentation to which the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax CounselCompany is a party, in form and substance reasonably satisfactory to the PartiesParent; (b) the Parent, Split-Off Subsidiary and the Split-Off Purchaser shall have executed and delivered the Split-Off Agreement and a General Release Agreement, and all other documents anticipated by such agreements, and the Split-Off shall be effective as of immediately prior to the effect that Effective Time; (c) the Recapitalization and the Merger will qualify as taxSplit-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC Off Purchaser shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory surrendered to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) Parent the certificates for Parent Common Stock representing the Share Contribution, duly endorsed to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; andParent or in blank; (od) Clearwire the Parent shall have received written consents of delivered to the Required Lenders Split-Off Purchaser certificates representing the Shares (as defined in the Credit Split-Off Agreement) of stock of Split-Off Subsidiary deliverable to the Split-Off Purchaser under the Credit Split-Off Agreement, duly registered in the name of the Split-Off Purchaser or as directed by the Split-Off Purchaser; (e) the closing of at least the Minimum Amount of the Private Placement Offering shall have occurred, or shall occur simultaneously with the Closing, on the terms and conditions set forth in the Stock Purchase Agreement; and (f) each of the individuals set forth on Exhibit F to this Agreement shall have executed and delivered to the execution and delivery Parent an agreement substantially in the form of this Agreement and the consummation of the Transactions Exhibit G attached hereto (the “Credit Agreement Consent”) or all principal, accrued interest Lock-Up and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement RefinancingNo-Shorting Agreements”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company, the Purchaser and the Stockholder Representative of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will The SEC shall have been obtained in accordance with the DGCL and Nasdaq rules; (b) declared the Registration Statement will have become effective under the Securities Acteffective, and no stop order suspending the effectiveness of the Registration Statement will or any part thereof shall have been issued issued. (b) The Purchaser shall have held a the Purchaser Special Meeting in accordance with the Delaware General Corporation Law, Nasdaq Stock Market Rules and no Proceedings for that purpose will the Company’s Governing Documents, and the issuance of the Stockholder Merger Consideration shall have been initiated or be threatened submitted to the vote of the stockholders of the Purchaser at the Purchaser Special Meeting in accordance with the Proxy Statement and shall have been approved by the SEC;requisite vote of the stockholders of the Purchaser at the Special Meeting (the “Required Purchaser Stockholder Approval”). (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCoThe Company Stockholder’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo held a Company Special Meeting in accordance with Section 4.2) to the effect thatNRS and the Company’s Governing Documents, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to and the execution and delivery of this Agreement and each Ancillary Document to which the Company is a party or bound, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Transactions transactions contemplated hereby and thereby, including the Merger, shall have been approved by the requisite vote of the holders of Company Stock (the “Credit Agreement ConsentRequired Company Stockholder Approval”). (d) All Consents required to be obtained from or all principalmade with any Governmental Authority in order to consummate the transactions contemplated by this Agreement, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced obtained or made. (e) The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in full in accordance with order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 7.1(e) shall have each been obtained or made. (f) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the “Credit effect of making the transactions or agreements contemplated by this Agreement Refinancing”)illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement. (g) There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) This Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with approved and adopted by the DGCL and Nasdaq rulesrequisite vote under applicable law of the stockholders of the Company; (b) The SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and no effective. No stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the parties hereto; (c) no applicable Law will prohibit No judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the The waiting period applicable to the consummation of the Transactions period(s) under the HSR Act, the expiration or termination of any mandatory waiting period Act and all applicable to the Transactions under any applicable material foreign antitrust Laws, andmerger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);been terminated; and (e) the receipt The Parent Shares issuable to stockholders and other securityholders of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to this Agreement and such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock other shares required to be issued reserved for issuance in connection with the Merger (including the Substitute Options and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will Substitute Warrants) shall have been approved authorized for listing on Nasdaq or the NYSE, subject only to NNM upon official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will be Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) All consents, approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the Clearwire Stockholder Approval will parties hereto to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby shall have been obtained in accordance with the DGCL form and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Actsubstance as contemplated by this Agreement, and no stop order suspending the effectiveness of the Registration Statement will have been issued shall remain in full force and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the effect, and any statutory waiting period applicable to the consummation of the Transactions under transactions contemplated hereby shall have expired or been terminated and no such consents or approvals shall contain any conditions, restrictions or requirements which Purchaser Representative reasonably determines in good faith would, individually or in the HSR Actaggregate, reduce the expiration benefits, or termination increase the costs, to Purchasers of the transactions contemplated by this Agreement by $250,000 or more and for which there is no other remedy available to Purchasers hereunder as reasonably determined by Purchaser Representative (any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Lawssuch condition, andrestriction or requirement, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any a “Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(dCondition”);. (eb) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on (i) No order, injunction or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required decree issued by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting or other legal restraint or prohibition preventing the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under transactions contemplated by this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to Transaction Documents shall be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and effect; (ii) NewCo LLC no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending; and, (iii) no statute, rule, regulation, order, injunction or decree shall have received an opinion from Tax Counselbeen proposed, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect thatenacted, following the Closingentered, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with transactions contemplated by this Agreement (or the “Credit Agreement Refinancing”).Transaction Documents;

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will This Agreement shall have been obtained approved by the requisite vote of CNS's stockholders in accordance with the DGCL applicable laws and Nasdaq rules;regulations. (b) The Requisite Regulatory Approvals, the consent of the OTS and any other required waivers with respect to this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all statutory waiting periods shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on CNS and its Subsidiaries taken as a whole or (ii) on ENB and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would so materially and adversely impact the economic or business benefits to ENB or CNS of the transactions contemplated hereby that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement. (c) No party hereto shall be subject to any order, decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement and no Governmental Entity shall have instituted any proceeding for the purpose of enjoining or prohibiting the consummation of the Merger, the Bank Merger or any transactions contemplated by this Agreement. (d) No statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement. (e) The Registration Statement will shall have become been declared effective under by the Securities Act, SEC and no stop order suspending proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated Statement; all required approvals by state securities or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or "blue sky" authorities with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);transactions contemplated by this Agreement shall have been obtained. (f) ENB shall have received the receipt letter agreement referred to in Section 4.15 from each affiliate of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);CNS. (g) no effective injunctionNo litigation, writ claim, action, suit or preliminary restraining order other legal administrative proceeding challenging the Merger or the Bank Merger shall be pending against any party hereto or any order of its Subsidiaries, directors or officers, which in the opinion of counsel for ENB is likely to result in the incurring of damages and defense costs not covered by insurance by ENB or any nature will have been issued of its Subsidiaries or by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided any person or persons whom ENB would be required to indemnify in this Agreement;an aggregate amount exceeding $350,000. (h) the Class A Common Stock required to be issued in the Merger ENB and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire CNS each shall have received an opinion from Tax Counselof Stinson, Mag & Fizzell, P.C., counsel to ENB, dated as ▇▇ ▇▇▇ Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to the PartiesENB and CNS, respectively, substantially to the effect that on the Recapitalization basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will qualify be treated for federal income tax purposes as tax-free reorganizations of Clearwire a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by ENB, ENB Bank, CNS or CNS Bank as a result of the Merger; (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory Except to the Parties (other than those Parties extent of any Cash Consideration, no gain or loss will be recognized by the stockholders of CNS who make exchange their entire Investment into NewCo in accordance with Section 4.2) CNS Common Stock for ENB Common Stock pursuant to the effect that, following Merger; (iii) The tax basis of ENB Common Stock received by stockholders who exchange their CNS Common Stock for ENB Common Stock in the Closing, NewCo LLC should Merger will be treated the same as the tax basis of CNS Common Stock surrendered pursuant to the Merger reduced by the Cash Consideration and any amount allocable to a partnership fractional share interest for U.S. federal income tax purposeswhich cash is received and increased by any gain recognized on the exchange; and (oiv) Clearwire shall have The holding period of ENB Common Stock received written consents of the Required Lenders (as defined by each stockholder in the Credit Agreement) under Merger will include the Credit Agreement holding period of CNS Common Stock exchanged therefor, provided that such stockholder held such CNS Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the execution review of such matters of fact and delivery law as Stinson, Mag & Fizzell, P.C. considers appropriate, (x) ▇▇▇▇▇sentations made at the request of this Agreement Stinson, Mag & Fizzell, P.C. by ENB, ENB Bank, CNS, CN▇ ▇▇▇▇, or any combination of such persons and (y) certificates provided at the consummation request of the Transactions (the “Credit Agreement Consent”) or all principalStinson, accrued interest Mag & Fizzell, P.C. by officers of ENB, ENB B▇▇▇, ▇▇S, CNS Bank and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)other appropriate persons.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated thereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) This Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved in accordance with the DGCL manner required by applicable law by the holders of the issued and Nasdaq rules;outstanding shares of capital stock of HTI and of Acquirer. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. The party that is not subject to any such action shall have the right to cancel this Agreement and no Proceedings for transaction in the event that purpose will have been initiated or be threatened the closing is delayed by the SEC;a period greater than three weeks. (c) no applicable Law will prohibit No material action, suit, proceeding, or prevent the consummation of the Transactions;investigation involving either party shall have been initiated and be continuing,. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the expiration execution, delivery, and performance of this Agreement shall have been obtained or termination of made, except for filings required or agreed herein to be filed after the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Closing Date. (e) the receipt No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the FCC Consent for the consummation of the Transactions without the imposition of transactions contemplated hereby or cause any Burdensome Condition on such transaction to be declared unlawful or with respect rescinded or that could reasonably be expected to such Party cause a HTI Material Adverse Effect or over which such Party has an approval right pursuant to Section 10.3(d);a Material Adverse Effect. (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required All documents and instruments to be issued delivered by the parties in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed connection with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to transactions contemplated hereby shall be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Partiesparties and their respective counsel, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC parties shall have received an opinion from Tax Counsel, such other documents and instruments as they may reasonably request in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; andconnection therewith. (og) Clearwire Each party to this Agreement shall have received written consents of completed to its satisfaction, due diligence investigation on the Required Lenders other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (as defined in h) Each party to this Agreement shall have provided the Credit Agreement) under information necessary to complete the Credit Agreement Schedules and Exhibits to the execution and delivery of this Agreement and the consummation of Schedules and Exhibits must be completed and the Transactions information contained therein must be satisfactory to each party to this Agreement, in each such party's sole discretion. (i) This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately parties hereto prior to the Closing Closing. (j) None of these transactions contemplated hereby shall have been refinanced in full in accordance with this Agreement (enjoined by the “Credit Agreement Refinancing”)court or by any federal or state governmental branch, agency, commission or regulatory authority and no suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will be transactions contemplated by this Agreement are subject to the fulfillment (or, in the case of Section 8.3(b)(ii) and Section 8.3(d), deferral in accordance with Sections 8.4 through 8.11), on or prior to the Closing Date, of each of the following conditions (each any or all of which shall be determined and may be relied upon on an independent basiswaived in writing by a party in whole or in part to the extent permitted by applicable Law): (a) The terms of the Clearwire Stockholder Approval will transactions contemplated by this Agreement shall have been approved at an extraordinary general meeting of the shareholders of Invensys as required by the United Kingdom Listing Rules (the “Class 1 Condition”). (i) The consents, waivers or approvals of or other authorizations from Governmental Bodies set forth on Schedule 8.3(b)(i) Part I shall have been obtained and shall remain in accordance with full force and effect and all statutory waiting periods in respect thereof shall have expired, and the DGCL filings or notifications set forth on Schedule 8.3(b)(i) Part II shall have been made; and Nasdaq rules; (bii) the Registration Statement will have become effective under consents, waivers or approvals of or other authorizations from Governmental Bodies set forth on Schedule 8.3(b)(ii) (the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will “Specified Governmental Consents”) shall have been issued obtained and no Proceedings for that purpose will shall remain in full force and effect and all statutory waiting periods in respect thereof shall have been initiated or be threatened by the SEC;expired. (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required No Order issued by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); Body (gother than a Specified Governmental Body) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction with valid enforcement authority restraining, enjoining or otherwise prohibiting the consummation of the Transactions as provided transactions contemplated by this Agreement shall be in this Agreement;effect. (hd) the Class A Common Stock required to be No Order issued in the Merger and to Google under this Agreement and upon conversion by any Specified Governmental Body of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq competent jurisdiction with valid enforcement authority restraining, enjoining or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and otherwise prohibiting the consummation of the Transactions transactions contemplated by this Agreement shall be in effect (the “Credit Agreement Consent”) or all principalSpecified Orders” and, accrued interest and premiumcollectively with the Specified Governmental Consents, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement RefinancingSpecified Conditions”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with approved and adopted by the DGCL requisite vote under applicable law of the shareholders of the Company and Nasdaq rules;stockholders of Parent (if necessary); 44 (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR ActAct and all applicable material foreign antitrust, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andcompetition and merger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)been terminated; (e) the receipt Parent Shares issuable to shareholders and other securityholders of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d);this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; and (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock Parent and the Class B Common Units will Company shall each have been approved for listing on Nasdaq or the NYSEreceived written opinions from their respective tax counsel (Kat▇▇▇ ▇▇▇▇▇▇ ▇▇v▇▇ and Mor▇▇▇, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C▇an▇▇▇▇ & Mar▇▇▇, ▇LP, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel), in form and substance reasonably satisfactory to the Partiesthem, to the effect that the Recapitalization and for federal income tax purposes the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC such opinions shall not have received an opinion from Tax Counselbeen withdrawn; provided, in form and substance reasonably satisfactory however, that if the counsel to either Parent or Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel to the other Party renders such opinion to such Party. The Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and agree to make such reasonable representations as requested by such counsel for the consummation purpose of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under rendering such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)opinions.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at party to consummate the Closing to effect the Transactions will transactions contemplated hereby shall be subject to the satisfaction or, where permissible, waiver, on or prior to the Closing Date, of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The waiting period applicable to the Clearwire Stockholder Merger under the HSR Act shall have expired or been terminated. (b) None of the parties shall be subject to any order, judgment, injunction, decree or ruling, or other action of a court or other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the Merger or any other transactions contemplated by this Agreement; PROVIDED that each of the parties shall have used its reasonable best efforts to appeal as promptly as practicable any such order, judgment, injunction, decree, ruling or other action. (c) The Company Shareholder Approval will shall have been obtained in accordance with the DGCL Texas Business Corporation Act and Nasdaq rules;the Company's Certificate of Incorporation and By-laws. (bd) the The Registration Statement will shall have become effective under the Securities Act, Act and no shall not be the subject of any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;proceedings seeking a stop order. (ce) no applicable Law will prohibit or prevent All Regulatory Filings and Consents (including, without limitation, the Other Antitrust Filings and Consents) which are necessary for the consummation of the Transactions; (d) the expiration Merger shall have been made or termination of the obtained, or any waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration (whether requisite or termination of any mandatory waiting period applicable to the Transactions voluntary) under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust LawsForeign Antitrust Laws shall have expired, in each case, without to the imposition of any Burdensome Condition on extent that the failure to make or with respect to obtain such Party Regulatory Filings or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt Consents or of the FCC Consent for waiting period to have expired, in the aggregate, is reasonably likely, individually or in the aggregate, to have a Material Delaying Effect (all such Consents, Regulatory Filings and the lapse of all such waiting periods being referred to as the "REQUISITE REGULATORY APPROVALS"), and all such Requisite Regulatory Approvals shall be in full force and effect. There shall not be any statute, law, rule or regulation that makes consummation of the Transactions without the imposition of any Burdensome Condition on transactions contemplated hereby illegal or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);prohibited. (f) The Company shall have received the receipt Requisite Waivers, and, if Parent shall have requested the Company to prepare and distribute a Tender Offer Statement, the holders of any Consent required a Requisite Majority shall have tendered the Notes held by any applicable foreign Governmental Authorities governing telecommunications services without them, and the imposition Company shall have received written notice of any Burdensome Condition on or the approval of a Requisite Majority for the amendments and/or waivers described in the final version of such Tender Offer Statement distributed to holders of Notes, and, with respect to such Party or over any Notes which such Party has an approval right pursuant remain outstanding, the Trustee with respect to Section 10.3(d);the Notes shall have executed and delivered to the Company a supplemental indenture acceptable in form and substance to Parent. (g) no effective injunctionRV shall have acquired, writ directly or preliminary restraining order or any order indirectly, the Netstream Shares free and clear of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in Encumbrances other than any Encumbrances created pursuant to this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective --------------------------------------- obligations of each Party at the Closing Company and the Buying Entities to effect consummate the Transactions will be Merger are subject to the following conditions (satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Effective Time of each of which shall be determined and may be relied upon on an independent basis):the following conditions: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained adopted by the stockholders of the Company in accordance with the DGCL and Nasdaq rulesapplicable law; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (c) no action or proceeding by any Governmental Entity shall have been commenced (and be pending), or, to the knowledge of the parties hereto, threatened, against the Company, Reckson, Reckson OP or Buyer or any of their respective affiliates, partners, associates, officers or directors, or any officers or directors of such partners, seeking to prevent or delay the Transactions or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith; (d) (i) the Form S-4 Registration Statement will shall have become effective under the Securities Act, and no shall not be the subject of any stop order suspending the effectiveness of the Registration Statement will have been issued or proceedings seeking a stop order, and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period any material "blue sky" and other state securities laws applicable to the consummation registration and qualification of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (eA) the receipt shares of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common B Stock required to be issued in the Merger assuming that the Share Issuance Approval is obtained and (B) the shares of Class B Stock, Notes and Guarantees to Google under this Agreement be issued in the Merger assuming that the Share Issuance Approval is not obtained (and with respect to clauses (A) and (B) the shares of Reckson Common Stock issuable upon conversion of the Class B Stock) shall have been complied with and (ii) the Indenture shall have been qualified under the TIA; and (e) the shares of Class B Stock to be issued in the Merger (and the shares of Reckson Common Stock and the issuable upon conversion of such Class B Common Units will Stock) shall have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated thereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) This Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved in accordance with the DGCL manner required by applicable law by the holders of the issued and Nasdaq rules;outstanding shares of capital stock of Aptus and of Insynq. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued and no Proceedings for that purpose will issued, each party agrees to use its reasonable efforts to have been initiated any such injunction lifted or be threatened by the SEC;order reversed. (c) no applicable Law will prohibit No material action, suit, proceeding, or prevent investigation involving either party shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the consummation issuance or trading of the Transactions;Insynq Stock to be issued in connection with this transaction shall have been received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the expiration execution, delivery, and performance of this Agreement shall have been obtained or termination of made, except for filings required to be filed after the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Closing Date. (e) the receipt No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the FCC Consent for the consummation of the Transactions without the imposition of transactions contemplated hereby or cause any Burdensome Condition on such transaction to be declared unlawful or with respect rescinded or that could reasonably be expected to such Party cause an Aptus Material Adverse Effect or over which such Party has an approval right pursuant to Section 10.3(d);a Material Adverse Effect. (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required All documents and instruments to be issued delivered by the parties in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed connection with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to transactions contemplated hereby shall be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Partiesparties and their respective counsel, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC parties shall have received an opinion from Tax Counsel, such other documents and instruments as they may reasonably request in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; andconnection therewith. (og) Clearwire Each party to this Agreement shall have received written consents of completed to its satisfaction, due diligence investigation on the Required Lenders other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (as defined in h) Each party to this Agreement shall have provided the Credit Agreement) under information necessary to complete the Credit Agreement Schedules and Exhibits to the execution and delivery of this Agreement and the consummation of Schedules and Exhibits must be completed and the Transactions information contained therein must be satisfactory to each party to this Agreement, in each such party's sole discretion. (i) This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately parties hereto prior to the Closing Closing. (j) None of these transactions contemplated hereby shall have been refinanced in full in accordance with this Agreement enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and not suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority. (k) Insynq shall continue to be listed and shall not have received any notice of impending delisting or suspension from the “Credit Agreement Refinancing”)Nasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL All consents and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness approvals of the Registration Statement will have been issued and no Proceedings any Governmental Authority required for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the Transactions under transactions contemplated hereby shall have expired or been terminated, and no such consents or approvals shall (i) contain any conditions, restrictions or requirements which Purchaser reasonably determines in good faith would, individually or in the HSR Actaggregate, materially reduce the expiration benefits of the transactions contemplated by this Agreement to Purchaser or termination of any mandatory waiting period applicable to imposes a financial, operational or other requirement on the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on Company or with respect Purchaser to such Party a degree that Purchaser would not have entered into this Agreement had such conditions, restrictions or over requirements been known at the date hereof (any such condition, restriction or requirement, a “Purchaser Burdensome Condition”) or (ii) contain any conditions, restrictions or requirements which Seller reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the transactions contemplated by this Agreement to Seller or imposes a financial, operational or other requirement on Seller or its Affiliates to such Party has an approval right pursuant to Section 10.3(da degree that Seller would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (any such condition, restriction or requirement, a “Seller Burdensome Condition”);. (ei) the receipt of the FCC Consent for No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required transactions contemplated by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code Transaction Documents and (ii) NewCo LLC no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (c) No Governmental Authority shall have received an opinion from Tax Counseltaken any action or issued any order, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to directive or agreement that would prevent the execution and delivery of this Agreement and the consummation of the Transactions (transactions contemplated by the “Credit Fronted Automobile Business Novation Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit the Fronted Homeowners Business Novation Agreement immediately on or prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Date.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions (each conditions, none of which shall be determined and may be relied upon on an independent basis):waived: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained approved by the requisite vote of the holders of the Seller Common Stock at the Shareholder Meeting in accordance with applicable law and by the DGCL and Nasdaq rulessole shareholder of ST-Bank; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (d) SouthTrust shall have received all federal and state securities laws or "Blue Sky" permits or other authorizations or confirmations as to the availability of exemptions from registration requirements, as may be necessary to issue the SouthTrust Common Stock pursuant to the terms of this Agreement; (e) the Registration Statement will Statement, if applicable, shall have become been declared effective under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement will have been issued orders shall be in effect and no Proceedings proceedings for that such purpose will have been initiated shall be pending or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt shares of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right SouthTrust Common Stock issuable pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been approved for listing on The Nasdaq or the NYSE, subject only to official notice of issuance;National Market; and (ig) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire each party shall have received an the opinion from Tax Counselof Muld▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇▇ & ▇auc▇▇▇▇, ▇▇ted the Partiesdate of the Closing, to the effect that the Recapitalization and the Merger will qualify be treated for federal income tax purposes as tax-free reorganizations of Clearwire a reorganization within the meaning of Section 368(a368(a)(1)(C) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Code.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Clearwire Stockholder Approval will have been obtained Closing and the representations and warranties of the other party shall be true and correct in accordance all material respects on and as of (i) the date made and (ii) the Closing Date with the DGCL same effect as if made on that date; and Nasdaq rulesthe other party shall have delivered a certificate of its chief executive officer or a co-chairman to that effect; (b) Each of the West Shareholders Approval (including the requisite approval of West's shareholders to West's Amended and Restated Declaration of Trust) and the East Shareholders Approval shall have been obtained; (c) The Form 8-A registration statement of West for the West New Preferred Stock shall have been declared effective by the SEC and the Registration Statement will shall have become effective under in accordance with the Securities Act, and no stop order suspending the such effectiveness of the Registration Statement will shall have been issued and remain in effect and no Proceedings proceeding for that purpose will shall have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the TransactionsCommission; (d) the expiration or termination The shares of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A West Common Stock required to be issued and West New Preferred Stock issuable in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been approved for listing on Nasdaq or the NYSEExchange, subject only to official notice of issuance; (ie) the Certificate Each of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation West and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire East shall have received an a favorable opinion from Tax Counsel, (in form and substance reasonably satisfactory to West and East, respectively) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (who may rely upon factual representations made by West, East, and shareholders of East who hold 5% or more of the Parties, outstanding East Common Stock) to the effect that the Recapitalization and for United States federal income tax purposes the Merger will shall qualify as tax-free reorganizations of Clearwire a reorganization within the meaning of Section 368(a) 368 of the Code and that each of West and East will be a party to the reorganization within the meaning of Section 368(b) of the Code; (iif) NewCo LLC Each of West and East shall have received an a favorable opinion from Tax Counsel, (in form and substance reasonably satisfactory to the Parties West and East, respectively) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2may rely upon factual representations made by West and East) to the effect that, following that the Closing, NewCo LLC should be treated consummation of the Merger and the performance of this Agreement will not jeopardize the status of West as a partnership for U.S. "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal income tax purposesor state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction, order or decree lifted); and (oh) Clearwire shall have received written consents Each of the East Required Lenders Statutory Approvals described in Section 3.3(c)(i) and (as defined ii) and West Required Statutory Approvals described in the Credit AgreementSection 4.3(c)(i) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”ii) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced obtained and be in full effect at the Closing, and the East Required Consents and West Required Consents shall have been obtained and be in accordance with this Agreement (effect at the “Credit Agreement Refinancing”)Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be transactions contemplated hereby are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) all required filings under the Clearwire Stockholder Approval will HSR Act shall have been obtained completed and all applicable time limitations under the HSR Act shall have expired without a request for further information by the FTC, the Antitrust Division or any other relevant Governmental Entity under the HSR Act, or in accordance the event of a request for further information, the expiration of all applicable time limitations under the HSR Act following the delivery of a complete response to such request shall have occurred without the objection of the FTC, the Antitrust Division or other Governmental Entity having authority with respect to the DGCL and Nasdaq rulestransactions contemplated hereby; (b) the Registration Statement will shall have become effective under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement will shall have been issued and no Proceedings proceedings for that purpose will shall have been initiated or be threatened by the SECSEC and the underwriters named therein shall have agreed to acquire shares of Parent Common Stock on a firm commitment basis, subject to the conditions set forth in the underwriting agreement; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable Parent Common Stock which shall be issued to the consummation of Company Shareholders upon the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Closing shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved authorized for listing on Nasdaq the New York Stock Exchange or the NYSENasdaq Stock Market, subject only to official notice of issuance; (id) the Certificate of Merger will IPO shall have been filed with completed at the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in same time as the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposestransactions contemplated hereby are completed; and (oe) Clearwire shall have received written consents The acquisitions of each of FS and RRCC (whether by the Required Lenders (as defined in the Credit Agreementacquisition of all or substantially all assets, stock purchase, merger or otherwise) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (completed at the “Credit Agreement Refinancing”)same time as the transfer of Company Shares hereunder.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment of the following conditions (each conditions, none of which shall be determined and may be relied upon on an independent basis):waived: (a) this Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved by the requisite vote of the Company's stockholders in accordance with the DGCL and Nasdaq rulesapplicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the Registration Statement will transactions contemplated hereby shall have become effective under been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other permits, consents, waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will Merger and the other transactions contemplated hereby shall have been issued obtained or made. None of the approvals or waivers referred to herein shall contain any term or condition which (i) is unduly burdensome to the Purchaser, (ii) materially reduces or impairs the value of the Company and no Proceedings for that purpose will its Subsidiaries, taken as a whole, to the Purchaser or (iii) would have been initiated a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or be threatened by (y) the SECPurchaser and its Subsidiaries taken as a whole; (c) no applicable Law will prohibit party hereto shall be subject to any order, decree or prevent injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Transactions;Merger, the Bank Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall have been instituted after the date of this Agreement relating to the transactions contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that, in the reasonable opinion of Purchaser, materially reduces or impairs the value of the Company and its Subsidiaries to the Purchaser or its stockholders; and (d) the expiration no statute, rule, regulation, order injunction or termination of the waiting period applicable to the decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions under the HSR ActMerger, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order Bank Merger or any order of any nature will have been issued other transaction contemplated by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (each any or all of which may be waived by a Party in whole or in part to the extent permitted by Applicable Law): 7.3.1 the waiting period under the HSR Act shall have expired or been terminated and any other approvals of Governmental Bodies required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; 7.3.2 no Applicable Law or Order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Body, and no litigation, proceeding or other legal restraint or prohibition shall be determined pending, threatened or in effect, that could reasonably be expected to (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (c) affect adversely the right of the Purchaser to own the Shares or to operate the business of the Company; 7.3.3 a Transition Services Agreement by and may between the Purchaser and the Seller (to be relied upon on an independent basis): in a form mutually acceptable to the Parties, the “Transition Services Agreement”) with respect to certain transition services reasonably requested by (a) the Clearwire Stockholder Approval will have been obtained Seller from the Purchaser in accordance with order to allow a certain Employee to complete tasks “in process” as of the DGCL Closing Date; and Nasdaq rules; (b) the Registration Statement will have become effective under Purchaser from the Securities Act, and no stop Seller in order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of Purchaser to operate the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued Company’s business in the Merger and to Google under this Agreement and upon conversion Ordinary Course of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, Business following the Closing, NewCo LLC should be treated with such transition services as a partnership for U.S. federal income tax purposesit relates to this subsection (b) to include services relating to payroll, information technology, and accounts receivable and accounts payable services from the Seller’s Shared Services Center (SSC) in Ann Arbor, Michigan; and 7.3.4 a license agreement by and between the Company and the Seller (o) Clearwire shall have received written consents of the Required Lenders (as defined to be in the Credit Agreement) under the Credit Agreement a form mutually acceptable to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”parties) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior with respect to the Closing shall have been refinanced in full in accordance with this Agreement (Seller’s grant to the Company of a license to use United States Patents No. 5,145,323 and No. 5,238,369 entitled “Credit Agreement RefinancingLiquid Level Control With Capacitive Sensors.”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will This Agreement shall have been obtained adopted by the affirmative vote of the stockholders of USFS and the Company by the requisite vote in accordance with the DGCL and Nasdaq rulesapplicable law; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will No Legal Requirements shall have been issued and no Proceedings for enacted, entered, promulgated or enforced by any court or Governmental Entity that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the TransactionsMerger; (c) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents All approvals required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on state securities or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)"Blue Sky" laws shall have been obtained; (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A The Company Common Stock required to be issued in the Merger and pursuant to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been approved authorized for listing on the Nasdaq or the NYSENational Market, subject only to official notice of issuance; (i) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the Certificate execution, delivery and performance of Merger will this Agreement shall have been filed obtained or made (as the case may be), except for filings in connection with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation Merger and bylaws will have been amended any 28 27 other documents required to be in filed after the form attached Effective Time and except where the failure to this Agreement as Exhibits B and Chave obtained or made any such consent, respectively; (k) NewCo LLC’s limited liability company agreement will authorization, order, approval, filing or registration would not have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory a Material Adverse Effect with respect to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code Company or USFS and (ii) NewCo LLC such consents, authorizations, orders and approvals shall be subject to no conditions other than conditions that could not reasonably be expected to have a Material Adverse Effect with respect to the Company and USFS, taken as a whole; (g) Any required consents or approvals of any person to the Merger or the transactions contemplated hereby shall have received an opinion from Tax Counselbeen obtained and be in full force and effect, in form except for those the failure to obtain will not have a material adverse effect on the business, assets, properties, financial condition or the results of operations of the Surviving Corporation and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated its subsidiaries taken as a partnership for U.S. federal income tax purposeswhole; and (oh) Clearwire Any waiting period applicable to the Merger under the HSR Act shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) expired or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)terminated.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained approved by (i) the requisite vote of LISB's stockholders in accordance with applicable law and regulations; and (ii) the DGCL requisite vote of AFC's stockholders in accordance with applicable law and Nasdaq rulesregulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the Registration Statement will transactions contemplated hereby shall have become effective under been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will Merger and the other transactions contemplated hereby shall have been issued obtained or made except for those the failure to obtain of which would not have a Material Adverse Effect (i) on LISB and no Proceedings for that purpose will its Subsidiaries taken as a whole or (ii) on AFC and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have been initiated a Material Adverse Effect on (x) LISB and its Subsidiaries taken as a whole or be threatened by the SEC(y) AFC and its Subsidiaries taken as a whole; (c) no applicable Law will prohibit party hereto shall be subject to any order, decree or prevent injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the TransactionsMerger; (d) the expiration no statute, rule or termination of the waiting period applicable to the regulation, shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Merger; (e) the receipt Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)the transactions contemplated by this Agreement shall have been obtained; (f) AFC shall have received a letter, dated as of the receipt of any Consent required Effective Date, from its independent certified public accountants, reasonably satisfactory to AFC and LISB, to the effect that the Merger shall be qualified to be treated as a "pooling-of-interests" for accounting purposes by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)AFC; (g) no effective injunction, writ or preliminary restraining order or any order AFC shall have received the agreement referred to in Section 4.11 from each affiliate of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement;LISB; and (h) AFC shall have caused to be listed on the Class A Nasdaq National Market, or on such other market on which shares of AFC Common Stock required to shall then be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSEtrading, subject only to official notice of issuance; (i) , the Certificate shares of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended AFC Common Stock to be issued by AFC in exchange for the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations shares of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)LISB Common Stock.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the following conditions (satisfaction on or prior to the Closing Date of each of which shall be determined and may be relied upon on an independent basis):the following conditions: (a) This Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with approved and adopted by the DGCL and Nasdaq rules;affirmative vote or consent of the holders of at least a majority of the outstanding shares of Company Common Stock. (b) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have a Material Adverse Effect on Company or a Material Adverse Effect on Parent, shall have been obtained without the imposition of any condition having a Material Adverse Effect on Company or a Material Adverse Effect on Parent. (c) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of Company or Parent (or their respective subsidiaries) is a party, or by which either is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on Company or, individually or in the aggregate, a Material Adverse Effect on Parent, shall have been obtained. (d) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act. (e) No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger or the transactions contemplated by this Agreement. (f) The Registration Statement will shall have become effective under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement will have been issued shall be in effect and no Proceedings proceedings for that purpose will have been initiated such purpose, or under the proxy rules of the SEC pursuant to the Exchange Act and with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC; (c) no applicable Law will prohibit or prevent . At the consummation effective date of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR ActRegistration Statement, the expiration Registration Statement shall not contain any untrue statement of a material fact, or termination of omit to state any mandatory waiting period applicable material fact necessary in order to make the Transactions under any applicable foreign antitrust Lawsstatements therein not misleading, and, if applicableat the mailing date of the Proxy Statement and the date of the Shareholders' Meeting, the receipt Proxy Statement shall not contain any untrue statement of a material fact, or omit to state any Consents required under any applicable foreign antitrust Laws, material fact necessary in each case, without order to make the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);statements therein not misleading. (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger Parent and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Company each shall have received an obtained a written opinion from of King & Spalding, counsel to Parent, reasonably acceptable to Parent and Company (the "Tax Counsel, in form and substance reasonably satisfactory to the PartiesOpinion"), to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, that the exchange in form and substance reasonably satisfactory the Merger of Parent Common Stock for Company Common Stock will not give rise to gain or loss to the Parties stockholders of Company with respect to such exchange (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) except to the effect that, following the Closing, NewCo LLC should extent of any cash paid in lieu of fractional shares). The Tax Opinion will be treated as a partnership for U.S. federal income tax purposes; andaddressed to each of Parent and Company. (oh) Clearwire shall have received written consents The shares of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement Parent Common Stock to the execution and delivery of be issued pursuant to this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior pursuant to the Closing Company Stock Options shall have been refinanced in full in accordance with this Agreement (authorized for listing on the “Credit Agreement Refinancing”)NYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligations. The respective obligations of each Party at of Skillsoft and ▇▇▇▇▇▇▇▇▇ to complete the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each conditions: • the applicable waiting period(s) under the HSR Act in respect of which the transactions contemplated by the Skillsoft Merger Agreement shall be determined have expired or been terminated, and may be relied upon on an independent basis): (a) all other government approvals specified in the Clearwire Stockholder Approval will Skillsoft Merger Agreement shall have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andor, if applicable, the receipt of any Consents required under any applicable foreign antitrust Lawsshall have expired, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will shall have been issued by a Governmental Authority of competent jurisdiction waived or shall have been terminated; • there shall not be any governmental order prohibiting the consummation of the Transactions transactions contemplated by the Skillsoft Merger Agreement; • ▇▇▇▇▇▇▇▇▇ shall have at least $5,000,001 of net tangible assets (as provided determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after the redemption offer is completed; • the registration statement of which this Agreement; (h) joint proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the registration statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; • the approval by ▇▇▇▇▇▇▇▇▇ stockholders of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal shall have been obtained; • the approval by Skillsoft shareholders of the Joint Merger Proposal, the Merger and the other transactions contemplated by the Skillsoft Merger Agreement shall have been obtained; • the ▇▇▇▇▇▇▇▇▇ Class A Common Stock required common stock to be issued in connection with the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will PIPE Investments shall have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) thereof; • the Certificate of Merger will redemption offer in relation to the Public Shares shall have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo completed in accordance with Section 4.2) to the effect that, following terms of the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesSkillsoft Merger Agreement and this joint proxy statement/prospectus; and (o) Clearwire • the Luxembourg Auditor shall have received written consents of delivered the Required Lenders (as defined in Auditor Report; and • the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) Available Cash shall equal or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)exceed $644,000,000.

Conditions to Each Party’s Obligations. The respective obligations effectiveness of each Party at this Agreement on the Closing to effect the Transactions will be Date is subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) no action, suit or proceeding shall be pending or threatened by or before any Governmental Authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the Clearwire Stockholder Approval will have been obtained transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of HSOA to own, operate or control any of the assets and operations of FIBER-SEAL following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in accordance with the DGCL and Nasdaq ruleseffect; (b) the Registration Statement will Parties shall have become effective under the Securities Act, duly executed and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECdelivered this Agreement; (c) no applicable Law will prohibit or prevent the consummation delivery by HSOA of the TransactionsHSOA Shares as set forth in Section 1.2(a) hereof; (d) the expiration or termination execution and delivery by HSOA to AMHERST of the waiting period applicable to the consummation of the Transactions under the HSR ActNote, the expiration or termination of any mandatory waiting period applicable to Pledge Agreement (herein so called), and the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Warrant; (e) the receipt execution and delivery by HSOA, AMHERST and Escrow Agent of the FCC Consent Escrow Agreement, and the execution and delivery of a blank stock power for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Escrow Shares; (f) the receipt execution and delivery by HSOA/FIBER-SEAL and R▇▇▇ ▇. ▇'▇▇▇▇▇ of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company employment agreement will have been amended to be in the form attached hereto as Exhibit E; (lg) Clearwire Sub LLC’s limited liability company the execution and delivery by HSOA and R▇▇▇ ▇. ▇'▇▇▇▇▇ of a stock option agreement will be in the form attached hereto as Exhibit F; (mh) Sprint Sub LLC’s limited liability company agreement will be the execution and delivery by HSOA, AMHERST and GRASSMERE of a Repurchase Option Agreement in the form attached hereto as Exhibit G; (i) Clearwire the execution and delivery by HSOA and AMHERST of a Registration Rights Agreement in the form attached hereto as Exhibit H; (j) FIBER-SEAL shall have obtained any waiver, permit, consent, approval, or other authorization, and effected any registration, filing or notice, referred to in Section 2.6; (k) Each of the Parties to this Agreement shall have performed or complied with the agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; (l) HSOA shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to Investor's Representation Statement prepared jointly by the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined PARTNERS in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).form attached hereto as Exhibit I.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained approved by the requisite vote of each of TRFC's and RBI's stockholders in accordance with applicable laws and regulations and the DGCL Amendment shall have been approved by the requisite vote of RBI's stockholders in accordance with applicable law and Nasdaq rulesregulations; (b) the Registration Statement will Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have become effective under the Securities Actbeen obtained and shall remain in full force and effect, and no stop order suspending all statutory waiting periods shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the effectiveness consummation of the Registration Statement will Merger and the other transactions contemplated hereby shall have been issued obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on TRFC and no Proceedings for that purpose will its Subsidiaries taken as a whole or (ii) on RBI and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have been initiated a Material Adverse Effect on (x) TRFC and its Subsidiaries taken as a whole or be threatened by the SEC(y) RBI and its Subsidiaries taken as a whole; (c) no applicable Law will prohibit party hereto shall be subject to any order, decree or prevent injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the TransactionsMerger, the Bank Merger or any other transactions contemplated by this Agreement; (d) the expiration no statute, rule or termination of the waiting period applicable to the regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions under the HSR ActMerger, the expiration Bank Merger or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)other transactions contemplated by this Agreement; (e) the receipt Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)the transactions contemplated by this Agreement shall have been obtained; (f) RBI shall have received a letter, dated as of the receipt of any Consent required Effective Date, from its independent certified public accountants, reasonably satisfactory to RBI and TRFC, to the effect that the Merger shall be qualified to be treated as a pooling-of-interests for accounting purposes by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)RBI; (g) no effective injunction, writ or preliminary restraining order or any order RBI shall have received the letter agreement referred to in Section 4.11 from each affiliate of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement;TRFC; and (h) RBI shall have caused to be listed on the Class A Nasdaq National Market, or on such other market on which shares of RBI Common Stock required to shall then be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSEtrading, subject only to official notice of issuance; (i) , the Certificate shares of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended RBI Common Stock to be issued by RBI in exchange for the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations shares of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)TRFC Common Stock.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will transactions contemplated hereby shall be subject to the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) That all conditions to the Clearwire Stockholder Approval will Closing contained in this Article VII shall have been obtained satisfied in all respects or waived in accordance with the DGCL terms of this Article VII and Nasdaq rulesthe Closing Date shall occur on or before December 31, 1997, unless extended in accordance with the terms of this Agreement; provided, however, either the Company or Newco may extend the Closing Date pursuant to Section 2.3 hereof for one 30-day period, provided the extending party is not in breach or default under the terms of this Agreement and the conditions to the Closing set forth in Article VII have not been satisfied; (b) That all permits, approvals and consents of any governmental body or agency (including, without limitation, state insurance departments) or Person which are required in connection with the Registration Statement will transactions contemplated by this Agreement shall have become effective under the Securities Actbeen obtained, which approvals shall not contain conditions to which Guarantee reasonably objects, and no stop order suspending the effectiveness such permits, approvals and consents shall be effective and shall not be suspended, revoked or stayed by action of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated any governmental authority or be threatened by the SECPerson; (c) no That all applicable Law will prohibit waiting periods under the HSR Act, state antitrust laws, plant closing laws or prevent the consummation of the Transactionsany other applicable laws shall have expired or been terminated; (d) That, at or prior to the expiration or termination Closing Date, none of the waiting period applicable Company, Newco or Guarantee shall be subject to the consummation any order, decree or injunction of a government regulatory agency or a court of competent jurisdiction which (i) prevents or delays any of the Transactions under transactions contemplated by this Agreement or (ii) would impose any material limitation on the HSR Act, ability of the expiration or termination of any mandatory waiting period applicable Company to conduct its business and operations in substantially the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)same form as it is presently being conducted; (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of That this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing Merger shall have been refinanced in full in accordance with this Agreement (approved by the “Credit Agreement Refinancing”)requisite vote of the stockholders of the Company.

Conditions to Each Party’s Obligations. The respective obligations -------------------------------------- of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained adopted by the requisite vote under applicable law of the shareholders of the Company and this Agreement and the issuance of Parent Shares in accordance connection with this Merger shall have been approved by the DGCL requisite vote under the rules and Nasdaq rulesregulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect; ---------- provided, however, that each of the Parties shall have used reasonable -------- ------- efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination Parent Shares issuable to stockholders of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will this Agreement shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved authorized for listing on Nasdaq or the NYSE, subject only to NNM upon official notice of issuance;; and (i) the Certificate of Merger will all required filings or submissions to, or approvals or consents of, any Governmental Entity or third party shall have been filed with the Delaware Secretary of State; made or obtained (j) NewCo’s certificate of incorporation and bylaws will all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have been amended to be expired), except, in the form attached case of approvals or consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to this Agreement as Exhibits B and Cobtain any such consents or approvals would not reasonably be expected to have a Material Adverse Effect on the Company, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in Surviving Corporation or the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code Parent and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form all such approvals and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall that have been refinanced in full in accordance with this Agreement (obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the “Credit Agreement Refinancing”)Company, the Surviving Corporation or the Parent.

Conditions to Each Party’s Obligations. The respective obligations of each Party at party to close the Closing to effect transactions contemplated by this Agreement are expressly conditioned upon the Transactions will be subject to satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):precedent: (a) The approval by the Clearwire Stockholder Approval will applicable Governmental Authorities of (i) the transfer of, or the new applications for, the Required Licenses and (ii) any managers, members, or officers, directors or shareholders of Buyer Group, if such approval is required (together, the “Governmental Approvals”). Buyer or its assignee shall apply for the transfer of said licenses (or otherwise apply for new licenses) and use best efforts to seek such Governmental Approvals upon the execution of this Agreement. Seller shall cooperate with Buyer Group as reasonably necessary in order to obtain such Governmental Approvals. In the event that the Governmental Approvals are not obtained by May 31, 2007, either party shall have been obtained the right to terminate the Agreement pursuant to Section 20(b) hereof, in accordance with which event all parties shall be released from any liability under this Agreement and the DGCL ▇▇▇▇▇▇▇ Money shall be refunded to Parent, net of Seller’s reasonable costs and Nasdaq rules;expenses (including reasonable attorneys’ fees) incurred or accrued as of the date of termination. Buyer or its assignee shall file its completed application for change of ownership of the Required Licenses as soon as possible after the Agreement Date, and shall use best efforts to pursue the Government Approvals of said applications for the transfer of ownership of any Required Licenses so transferable from all appropriate licensing authorities. (b) the Registration Statement will have become effective under the Securities Act, The execution by Buyer Group and no stop order suspending the effectiveness Seller of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent a sublease for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be Business premises substantially in the form attached hereto as Exhibit E; C (l) Clearwire Sub LLC’s limited liability company agreement the “Sublease”), which will be require obtaining the consent of the landlord as described in Section 8 below, and a lease for the adjacent parking lot substantially in the form attached hereto as Exhibit F; D (m) Sprint Sub LLC’s limited liability company agreement the “Parking Lot Lease”). The terms of the Sublease will be in substantially the form attached hereto same as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form the terms and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) conditions of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders Prime Lease (as defined in Section 8 below), and the Credit Agreement) under terms of the Credit Agreement Parking Lot Lease will, among other things, provide for an aggregate monthly rental payment of $19,750.00/month through January 31, 2010 and thereafter as described in the Parking Lot Lease. During the entire term of the Sublease and the Parking Lot Lease, Buyer Group will be responsible for all maintenance, insurance, Taxes, utilities and all other costs, charges or levies of every nature whatsoever against the leased premises related to the execution and delivery of this Agreement and the consummation operation of the Transactions Business. (the “Credit Agreement Consent”c) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing Seller shall have been refinanced in full in accordance with this Agreement (obtained the “Credit Agreement Refinancing”)consent of the landlord pursuant to Section 8.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing Company, Parent and Purchaser to effect consummate the Transactions will be Merger are subject to the following conditions (satisfaction or, to the extent permitted by applicable law, the written waiver at or prior to the Effective Time of each of which shall be determined and may be relied upon on an independent basis):the following conditions: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained in accordance with adopted and the DGCL and Nasdaq rulesMerger approved by the stockholders of the Company; (b) there shall not have been any action taken, or any statute, law, ordinance, rule, regulation, injunction, judgment, order or decree proposed, entered, enacted, enforced, promulgated, issued or deemed applicable to the Registration Statement will have become effective under Merger by any Governmental Entity, other than the Securities Actapplication of the waiting period provisions of the HSR Act to the Merger, and no stop order suspending there shall not be pending any action, suit or proceeding by any Governmental Entity against Parent, the effectiveness Company, Purchaser or any of their respective Subsidiaries, that is likely to (i) render Parent and/or Purchaser unable to accept for payment or pay for some or all of the Registration Statement will have been issued Shares, (ii) impose material limitations on the ability of Parent effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders, (iii) prohibit or impose any limitations on Parent's direct or indirect ownership or operation (or that of any of its affiliates) of all or a material portion of their or the Company's businesses or assets, (iv) compel Parent or its affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and no Proceedings for that purpose will have been initiated their respective Subsidiaries, (v) oblige the Company, Parent or be threatened by any of their respective Subsidiaries to pay material damages in connection with the SEC;Transactions or (vi) otherwise constitute a Company Material Adverse Effect or, as a result of the Transactions, a Parent Material Adverse Effect; and (c) no applicable Law will prohibit or prevent any waiting periods (and any extension thereof) under the consummation of the Transactions; (d) the expiration or termination of the waiting period HSR Act applicable to the consummation of the Transactions under the HSR Act, the expiration Merger shall have expired and any other approval or termination of any mandatory waiting period applicable to the Transactions requirements under any other applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing material Antitrust Law shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)obtained or complied with.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will be transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions (each of conditions, which shall be determined and may be relied upon on an independent basis):waived (to the extent the Closing may legally be effected despite the non-fulfillment of such condition) by mutual agreement of Parent and the Selling Parties’ Representative, as applicable: (a) the Clearwire Stockholder Approval will Either (i) written approval shall have been obtained in accordance received from FINRA with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable respect to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, Partners FINRA Notice and, if applicable, the receipt Broadpoint Capital FINRA Notice; or (ii) (A) thirty (30) calendar days shall have elapsed after the filing of any Consents required under any applicable foreign antitrust Lawsthe Partners FINRA Notice and, in each caseif applicable, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); Broadpoint Capital FINRA Notice; (eB) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq Selling Parties or the NYSE, subject only Buying Parties shall have notified FINRA that the parties hereto intend to official notice of issuance; consummate the Closing without written approval from FINRA as contemplated by clause (i) above; (C) fifteen (15) calendar days shall have elapsed following such notice; and (D) FINRA shall not have indicated in writing that it is considering imposing Material Restrictions on Parent or any of its Subsidiaries (including the Certificate Surviving Company and its Subsidiaries) if the Closing is effected without written FINRA approval; for purposes of Merger will have been filed this Section 8.1(a), “Material Restrictions” shall mean any condition or restriction imposed in connection with the Delaware Secretary of State; Partners FINRA Notice and, if applicable, the Broadpoint Capital FINRA Notice, that could reasonably be expected to have a material adverse effect (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory measured on a scale relative to the Parties, to the effect that the Recapitalization Company and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated its subsidiaries taken as a partnership for U.S. federal income tax purposes; and whole) on Parent or any of its Subsidiaries (o) Clearwire shall have received written consents of including the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution Surviving Company and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”its Subsidiaries).

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated hereby and by the Related Agreements shall be subject to the fulfillment at or prior to the Merger Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Clearwire Stockholder Approval will have been obtained Merger Closing, and the representations and warranties of each such other party shall be true and correct in accordance all material respects on and as of (i) the date made and (ii) the Merger Closing date with the DGCL same effect as if made on that date; and Nasdaq ruleseach party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby (including any amendments to PTR's Declaration of Trust as may be required to allow consummation of such transactions) shall have been approved by the affirmative vote of holders of two-thirds of the PTR Common Shares and the SCG Required Shareholders' Approval shall have been obtained; (c) The PTR Registration Statement will and the SCG Warrant Registration Statement shall each have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the Registration Statement will shall have been issued and remain in effect and no Proceedings proceeding for that purpose will shall have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the TransactionsCommission; (d) PTR and SCG shall have received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another nationally recognized independent certified public accounting firm concluding that the expiration or termination accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the waiting SCG Subsidiaries for the period applicable to beginning January 1, 1997 and ending on the consummation of Merger Closing date are in the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)aggregate less than $5,000,000; (e) Each of PTR and SCG shall have received a favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the receipt form set forth in Exhibit VIII) to the effect that the mergers described in Section 2.1 each will qualify as a reorganization within the meaning of Section 368 of the FCC Consent Code and that each of PTR, the SCG Subsidiaries, and the subsidiary of PTR that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) PTR and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of PTR and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction, order or decree lifted); (h) All governmental consents, orders and approvals legally required for the consummation of the Transactions without transactions contemplated by this Agreement and the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Related Agreements shall have been issued by a Governmental Authority of competent jurisdiction prohibiting obtained and be in effect at the Merger Closing (including PTR Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the consummation of the Transactions as provided in transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required from third parties necessary to consummate the transactions contemplated by this Agreement; (hj) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion All agreements set forth on Schedule 7.1 shall have been terminated effective as of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively;Closing; and (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire SCG shall have received an opinion forgiven all indebtedness owing to it from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will all authorizations, consents, registrations, notices or approvals required by third parties (other than Governmental Antitrust Entities) and set forth in Schedule 7.1(a) hereto shall have occurred or been obtained in accordance with the DGCL and Nasdaq rulesobtained; (b) the Registration Statement will have become effective under the Securities Act, any waiting period (and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;any extension thereto) (ci) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions transactions contemplated by this Agreement under the HSR Act, Act shall have expired or been terminated and (ii) approval by the expiration or termination European Commission of any mandatory the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation; (c) all waiting period periods applicable to the Transactions transactions contemplated by this Agreement or any Ancillary Agreement under any applicable other antitrust or competition law shall have expired or been terminated, all filings required by law to be made prior to Closing by TRW or Buyer with, and all consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust Lawsor competition law (collectively, and, if applicable, "Governmental Antitrust Consents") in order to consummate the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required transactions contemplated by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced made or obtained (as the case may be), except where the failure for such waiting periods to expire or to be terminated, to make such filings, or to obtain any such Governmental Antitrust Consents, individually or in full in accordance with the aggregate, is not reasonably likely to have a Material Adverse Effect if the transactions contemplated by this Agreement (were consummated to the “Credit Agreement Refinancing”).extent legally permissible;

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will transaction contemplated by this agreement shall be subject to the satisfaction of each of the following conditions (each of which shall be determined and may be relied upon on an independent basis):precedent at or prior to the Closing Date except to the extent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) the Clearwire Stockholder Approval will There shall not have been obtained instituted and there shall not be pending any action or proceeding by a Governmental Entity, and no such action or proceeding shall have been threatened by a Governmental Entity, with authority to institute such an action or proceeding, before any court of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in accordance any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Seller; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and Assets of Seller with any of Parent, Buyer or their Subsidiaries or other operations; (c) imposing or seeking to impose other sanctions, damages or liabilities arising out of the DGCL and Nasdaq rules;transaction contemplated by this agreement on Parent, Buyer or Seller or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Seller; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the transaction contemplated by this agreement, which, in the case of claims (a) through (d) above, would or is reasonably likely to result in a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (b) the Registration Statement will have become effective under the Securities ActAll consents, waivers, approvals and authorizations required to be obtained, and no stop order suspending the effectiveness of the Registration Statement will have been issued all filings or notices required to be made, by Buyer, Seller and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the Shareholder prior to consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided transaction contemplated in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance obtained from and made with this Agreement (all required Governmental Entities, except for such consents, waivers, approvals or authorizations which the “Credit Agreement Refinancing”)failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer Material Adverse Effect after the Closing Date or be reasonably likely to subject Seller, Shareholder, Parent or Buyer or any of their respective affiliates, officers or directors to substantial penalties or criminal liability.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will purchase and sale of the Note and their other respective obligations under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) All Required Filings and Approvals required to be obtained prior to the Clearwire Stockholder Approval will Closing Date solely for this Agreement, the Ancillary Documents and the Amended and Restated Bylaws and the election of designees of Donegal Mutual as a majority of the members of the Board of Directors of Sheboygan Falls shall have been obtained and not rescinded or adversely modified or limited as set forth in the proviso below or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that such approvals shall not contain any conditions or limitations that compel or seek to compel Sheboygan Falls to dispose of all or any portion of the DGCL and Nasdaq rulesbusiness or Assets of Sheboygan Falls or impose or seek to impose any limitation on the ability of Sheboygan Falls to conduct its business or own its Assets after the Closing Date in substantially the same manner as Sheboygan Falls may presently conduct its business or own its Assets; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for No Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or would prevent the consummation of the Transactions; (d) the expiration purchase or termination sale of the waiting period applicable to Note or the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) other transactions contemplated hereby and no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued Proceeding brought by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will Entity shall have been approved for listing on Nasdaq commenced and be pending that seeks to restrain, prevent or materially delay or restructure the NYSE, subject only to official notice transactions contemplated hereby or that otherwise questions the validity or legality of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesany such transaction; and (oc) Clearwire There shall have received written consents of be no pending or threatened litigation initiated by a private party seeking to restrain, prevent, rescind or change the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery terms of this Agreement and or the consummation sale of the Transactions (the “Credit Agreement Consent”) Note or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced obtain damages in full in accordance connection with this Agreement (or the “Credit consummation thereof or with the sale of the Note that, in the reasonable opinion of Sheboygan Falls, makes it inadvisable to proceed with this Agreement Refinancing”)or with the sale of the Note.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will transactions contemplated by this Agreement, unless waived by the other parties hereto, shall be subject to the fulfillment on or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will No order, writ, injunction or decree shall have been obtained entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood of resulting in any such order, writ, injunction or decree. (b) The Bankruptcy Court shall enter the Orders reasonably acceptable to Buyer approving the transactions contemplated hereby and the terms and conditions of this Agreement, finding that (i) notice of the hearing concerning approval of the transactions contemplated hereunder was given to all holders of Claims, Liens and Interests in accordance with the DGCL Bankruptcy Code and Nasdaq rules; the Federal Rules of Bankruptcy Procedure and constitutes such notice as is appropriate under the particular circumstances under the Bankruptcy Code and in accordance with any other applicable Law, and (bii) the Registration Statement will Sellers have become effective the legal right and capacity to convey all the respective right, title and interest of the Sellers in and to the Assets and that Buyer is a good faith Buyer entitled to the protections afforded by Bankruptcy Code Section 363(m) providing for the sale of the Assets free and clear of all Liens, Claims and Interests, other than the Assumed Liabilities and any other liabilities assumed by Buyer under this Agreement, with such Liens, Claims and Interests to attach to the Securities Actconsideration to be received by the Sellers in the same priority and subject to the same defenses and avoidability, if any, as before the Closing, or satisfied in full at Closing. In addition, Sellers shall use their best efforts to give notices by publication at the expense of Buyer in such newspapers of general circulation, and in such form as specified by Buyer to the Sellers in writing by no stop order suspending the effectiveness later than 5:00 p.m. Houston, Texas time on July 20, 2004, of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened hearing before the Bankruptcy Court concerning approval of the transactions contemplated by the SEC;this Agreement. (c) no applicable Law will prohibit or prevent The Bankruptcy Court shall have entered the consummation of Orders and any other orders required to be entered by the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or Bankruptcy Court with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock transactions contemplated hereby. All such orders (other than the Cooperheat Confirmation Order and the Class B Common Units will IISI Confirmation Order) shall have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to parties thereto. (d) The waiting period under the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC HSR Act shall have received an opinion from Tax Counselexpired or terminated, in form and substance reasonably satisfactory to the Parties (any other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect thatapplicable competition, following the Closingmerger, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire control, antitrust Law or similar Law shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution expired, been waived or terminated, and delivery of this Agreement and the any other Governmental Authorities whose consent is required for consummation of the Transactions (transactions contemplated hereby shall have issued all consents required for the “Credit Agreement Consent”) transactions contemplated hereby, and no condition or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior requirement adverse to the Closing interests of Buyer in its reasonable discretion shall have been refinanced in full in accordance with this Agreement (be imposed on or required of Buyer or any of its Affiliates as a result of or as a condition to any of the “Credit Agreement Refinancing”)foregoing.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing parties to effect the Transactions will Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved by the requisite vote of the shareholders of CCCI and TelaLink in accordance with the DGCL and Nasdaq rules;applicable law. (b) All required approvals, consents or waivers of governmental authorities with respect to this Agreement (including the Registration Statement will Merger) and the transactions contemplated hereby shall have become effective under the Securities Actbeen obtained and shall remain in full force and effect, and no stop order suspending all applicable statutory waiting periods (including without limitation all applicable statutory waiting periods relating to the effectiveness Merger) shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of the Registration Statement will have been issued and no Proceedings for governmental authorities that purpose will have been initiated are necessary or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable appropriate to the consummation of the Transactions under transactions contemplated by this Agreement except those approvals, consents or waivers, if any, for which failure to obtain would not, individually or in the HSR Actaggregate, the expiration have a material adverse effect on CCCI or termination of any mandatory waiting period applicable TelaLink (after giving effect to the Transactions under transaction contemplated hereby); provided, however, that no approval, consent or waiver referred to in this Section 7.1 shall be deemed to have been received if it shall include any applicable foreign antitrust Lawscondition or requirement that reasonably would result in a material adverse effect on CCCI or TelaLink. (c) All other requirements prescribed by law which are necessary to the consummation of the transaction contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, anddecree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, if applicableor any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against any of the receipt parties herein or any of their subsidiaries brought by any Consents required under any applicable foreign antitrust Laws, in each case, without governmental agency seeking to prevent consummation of the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);transactions contemplated hereby. (e) the receipt of the FCC Consent for the No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions without the imposition of Merger, or any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);other transaction contemplated by this Agreement. (f) In the receipt event either CCCI or TelaLink (but not both) has Dissenting Shareholders, such Dissenting Shareholders shall hold less than 10% of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition outstanding stock of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);entity. (g) no effective injunctionIn the event both CCCI and TelaLink have Dissenting Shareholders, writ or preliminary restraining order or any order the sum of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate percentage of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and shares held by CCCI's Dissenting Shareholders plus (ii) NewCo LLC the percentage of shares held by TelaLink's Dissenting Shareholders shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other be less than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)10%.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction or waiver of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Company shall have been obtained in accordance with (and shall have provided copies thereof to the DGCL and Nasdaq rules; (bParent) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness written consents of (i) all of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened members of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the SEC; outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis, (ciii) no applicable Law will prohibit or prevent the consummation Company Stockholders holding Company Shares representing at least a majority of the Transactions; votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger and (div) the expiration or termination Company Stockholders holding Company Shares representing at least a majority of the waiting period applicable votes represented by the outstanding shares of Company Preferred Shares entitled to vote on this Agreement and the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust LawsMerger, in each casecase to approve the execution, without delivery and performance by the imposition Company of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and other Transaction Documentation to which the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax CounselCompany is a party, in form and substance reasonably satisfactory to the Parties, Parent; (b) prior to the effect that Closing, the Recapitalization Company and the Merger will qualify as tax-free reorganizations Parent shall have in escrow in connection with the Private Placement Offering an amount of Clearwire within cash that, together with the meaning of Section 368(a) principal amount of the Code Bridge Notes to be converted at the Closing of the Private Placement Offering, equals at least $14,000,000, and (ii) NewCo LLC the conditions to the closing of such Private Placement Offering shall have received an opinion from Tax Counselbeen satisfied (other than the consummation of the Merger and those other conditions that, in form by their nature, will be satisfied at the Closing of the Private Placement Offering) and substance such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated by this Agreement); (c) the Company shall have provided evidence reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to Parent and the effect that, following Acquisition Subsidiary of the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposestermination of the Company agreements set forth on Schedule 5.1(c); and (od) Clearwire the Lock-Up Agreements, SAFE Conversion Agreements and Registration Rights Agreement executed by the parties thereto shall have received written consents of the Required Lenders (as defined be in the Credit Agreement) under the Credit Agreement to the execution full force and delivery of this Agreement effect and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall not have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)revoked, rescinded or otherwise repudiated by such parties.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the following conditions (satisfaction on or prior to the Closing Date of each of which shall be determined and may be relied upon on an independent basis):the following conditions: (a) This Agreement and the Clearwire Stockholder Approval will Merger shall have been approved and adopted by the affirmative vote or consent of the holders of at least a majority of the outstanding shares of Company Common Stock. (i) All consents, authorizations, orders and approvals as are required under applicable state insurance holding company laws in the United States, and insurance change of control laws in Canada, and (ii) all additional consents, authorizations, orders and approvals of (or filings or registrations with) any governmental authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement which, in the case of clause (ii) the failure to obtain would have a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner shall have been obtained and shall be in accordance with full force and effect and all statutory waiting periods in respect thereof shall have expired without the DGCL and Nasdaq rules;imposition of any conditions which would have, individually or in the aggregate, a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner. (bc) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act. (d) No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. (e) The Registration Statement will shall have become effective under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement will have been issued shall be in effect and no Proceedings proceedings for that purpose will have been initiated such purpose, shall be pending before or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);. (f) the receipt The shares of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Merger Partner Common Stock required to be issued in the Merger and pursuant to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been approved authorized for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction or waiver of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Company shall have been obtained in accordance with (and shall have provided copies thereof to the DGCL and Nasdaq rules; (bParent) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness written consents or approval from (i) all of the Registration Statement will have been issued members of its Board of Directors and no Proceedings for that purpose will have been initiated or be threatened (ii) Company Stockholders holding Company Shares representing (x) at least a majority of the votes represented by the SEC; outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis and (cy) no applicable Law will prohibit or prevent the consummation at least a majority of the Transactions; (d) votes represented by the expiration or termination of outstanding Company Shares entitled to vote on this Agreement and the waiting period applicable to the consummation of the Transactions under the HSR ActMerger held by disinterested Company Stockholders, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Lawsvoting as a separate class on an as-converted basis, in each casecase to approve the execution, without delivery and performance by the imposition Company of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and other Transaction Documentation to which the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax CounselCompany is a party, in form and substance reasonably satisfactory to the Parties, Parent; (b) prior to the effect that Closing, the Recapitalization Company and the Merger will qualify as tax-free reorganizations Parent shall have in escrow in connection with the Private Placement Offering an amount of Clearwire within cash that equals at least $3,500,002, and the meaning conditions to the closing of Section 368(a) such Private Placement Offering shall have been satisfied (other than the consummation of the Code Merger and those other conditions that, by their nature, will be satisfied at the Closing of the Private Placement Offering) and such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (iiother than as expressly contemplated by this Agreement); (c) NewCo LLC the Company shall have received an opinion from Tax Counsel, in form and substance provided evidence reasonably satisfactory to the Parties Parent and the Acquisition Subsidiary of the termination of the Company agreements set forth on Schedule 5.1(c); (other than those Parties who make their entire Investment into NewCo d) the Registration Rights Agreement executed by the parties thereto shall be in accordance with Section 4.2full force and effect and shall not have been revoked, rescinded or otherwise repudiated by such parties; (e) the Parent and ▇▇▇▇▇▇ Partners LLC shall each have executed and delivered to the effect thatother the Advisory Services Agreement in the form attached hereto as Exhibit D (collectively, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes“Lucius Advisory Services Agreement”); and (of) Clearwire shall have received written consents there is no order of any court or other Governmental Entity pending or in effect restraining or prohibiting the completion of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)transactions contemplated hereby.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect consummate the Transactions will be subject to the satisfaction (or waiver by such Party, if permissible under applicable Law) on or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) There is no Law or Order which (i) is in effect and (ii) has the Clearwire effect of preventing, prohibiting, enjoining or making illegal, the consummation of the Transactions (a “Closing Legal Impediment”); (b) The Acquiror Stockholder Approval will have been obtained in accordance with the DGCL provisions of Acquiror’s Organizational Documents and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECDGCL; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A The Acquiror Common Stock required to be issued in connection with the Merger and to Google under this Agreement and upon conversion of Transactions (including the Class B Common Stock and the Class B Common Units PIPE Financing) will have been approved for listing on Nasdaq or the NYSENasdaq, subject only to official notice of issuanceissuance thereof and the requirement to have a sufficient number of round lot holders; (d) The Offer will have been completed in accordance with the terms hereof and the Proxy Statement; (e) After giving effect to all redemptions of Acquiror Public Shares pursuant to the Offer, Acquiror will have net tangible assets of at least five million one dollars ($5,000,001) upon consummation of the Merger; (f) The PIPE Financing will have been consummated pursuant to the Subscription Agreements; (g) The Debt Refinancing (or, if applicable, receipt of Lender Approval in lieu thereof) shall have been consummated or will be concurrently consummated with the Closing; (h) All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions will have expired or been terminated; and (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; Either (i) Clearwire the Registration Statement shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to been declared effective by the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and SEC or (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing Acquiror shall have been refinanced in full in accordance with this Agreement (telephonically advised by the “Credit Agreement Refinancing”)staff of the SEC that it will grant Acquiror’s request to accelerate the effectiveness of the Registration Statement.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing Each party’s obligation to effect the Transactions will be Closing is subject to satisfaction, or written waiver by the party entitled to the benefit thereof, of each of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) any review or investigation by CFIUS of the Clearwire Stockholder Approval will Transactions shall have been obtained in accordance conducted, and (i) CFIUS shall have determined that the Transactions are not covered transactions and not subject to review under applicable Law; (ii) the parties shall have received written notice from CFIUS that review of the Transactions under Exon-▇▇▇▇▇▇ has been concluded and CFIUS shall have determined that there are no unresolved national security concerns with respect to the DGCL Transactions and Nasdaq rulesadvised that action under Exon-▇▇▇▇▇▇, and any investigation related thereto, has been concluded with respect to the Transactions; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by the parties and either (A) the period under Exon-▇▇▇▇▇▇ during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Transactions shall have expired without any such action being taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Transactions (collectively, the “CFIUS Condition”); (b) no Law or order, writ, injunction, Judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any Governmental Body (each, a “Restraint”) shall be in effect enjoining, restraining, preventing or prohibiting the Registration Statement will have become effective under Closing or making the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECClosing illegal; (c) no applicable Law will prohibit or prevent the consummation each of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Legacy Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counselobtained, in form and substance reasonably satisfactory to the Partieseach party, to the effect that the Recapitalization and the Merger will qualify shall be in full force and effect; (d) all Pre-Closing Liability Transfer Obligations have been (i) cancelled, (i) assumed or otherwise guaranteed by Buyer or its Affiliates, effective as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and Closing, or (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form otherwise secured by the taking of such actions as may be mutually agreed between Buyer and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesSeller; and (oe) Clearwire shall have received written consents each party is reasonably satisfied that the transition of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement payroll process to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have Buyer and/or its Affiliates has been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)completed.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in accordance connection with this Merger shall have been approved by the DGCL requisite vote under the rules and Nasdaq rulesregulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR ActAct and all other applicable material foreign antitrust, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andcompetition and merger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)been terminated; (e) the receipt Parent Shares issuable to stockholders of the FCC Consent Company pursuant to this Agreement shall have been authorized for listing on the consummation NNM upon official notice of issuance; and, if the Closing occurs after December 31, 2001 and the Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the Transactions without NNM (or any other requirements set forth in a letter from the imposition 50 NNM to Parent regarding the possible delisting of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(dthe Parent Shares), there shall then remain at least forty five (45) calendar days before a Final Delisting Date, if any; (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire The Company shall have received an a written opinion from Tax Counselits tax counsel (Hill & ▇▇▇▇▇▇), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLC), each in form and substance reasonably satisfactory to the Partiesit, to the effect that the Recapitalization and for federal income tax purposes the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and such opinion shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if counsel for the Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (g) (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent and (ii) NewCo LLC all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have received an opinion from Tax Counsela Material Adverse Effect on the Company, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to Surviving Corporation or the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesParent; and (oh) Clearwire there shall have received written consents of not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Required Lenders Merger and the other transactions contemplated hereby (as defined or in the Credit Agreement) under case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Credit Agreement to Company, the execution and delivery of this Agreement and Surviving Corporation or the consummation of Parent at or after the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Effective Time.

Conditions to Each Party’s Obligations. The respective obligations Parties’ obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction of each Party at the Closing to effect the Transactions will be subject to of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Lance Stockholder Approval will shall have been obtained in accordance with the DGCL and Nasdaq rulesobtained; (b) the Registration Statement will Snyder’s Stockholder Approval shall have been obtained; (c) Lance’s de novo application for initial listing in connection with the Merger (to the extent required under NASDAQ Rule 5110(a)) shall have been approved by NASDAQ, and the Lance Shares to be issued in connection with the Merger shall have been authorized for listing on the NASDAQ, subject to official notice of issuance; (d) the Form S-4 shall have become effective under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement will Form S-4 shall have been issued and no Proceedings proceedings for that purpose will shall have been initiated or be threatened by the SEC; (ce) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the any waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR ActAct shall have been terminated or shall have expired, and all other authorizations, filings and Consents required to be obtained from any Governmental Body in connection with this Agreement and the Transactions shall have been obtained, except for those, the expiration failure of which to obtain would not (i) reasonably be expected to have a Material Adverse Effect on Lance or termination Snyder’s (or their respective Subsidiaries) or (ii) provide a reasonable basis to conclude that Lance or Snyder’s (or any of their respective Subsidiaries or any mandatory waiting period applicable of their respective Affiliates, officers or directors, as applicable) would be subject to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt risk of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)criminal liability; (f) the receipt Parties hereto shall have obtained all consents and approvals of any Consent Person other than a Governmental Body required to be obtained in connection with the Transactions other than such consents and approvals which, if not obtained, would not (i) prevent the performance by any applicable foreign Governmental Authorities governing telecommunications services without Party hereto of its obligations under this Agreement or the imposition consummation of any Burdensome Condition the transactions contemplated hereby or (ii) reasonably be expected to have, following the Closing Date, individually or in the aggregate, a Material Adverse Effect on the business assets, liabilities, condition (financial or with respect to such Party otherwise) or over which such Party has an approval right pursuant to Section 10.3(dresults of operations of Lance and its Subsidiaries (including Snyder’s and its Subsidiaries);, taken as a whole; and (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been Order issued by a any Governmental Authority of competent jurisdiction prohibiting Body or other Law preventing or making illegal the consummation of this Agreement or any of the Transactions as provided shall be in this Agreement; (h) the Class A Common Stock required effect, and there shall not be pending or threatened in writing any Proceeding by any Governmental Body, or by any other Person having a reasonable likelihood of success, that seeks, directly or indirectly, to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) challenge or make illegal or otherwise prohibit or materially delay the Certificate consummation of Merger will have been filed this Agreement or the Transactions, or to make materially more costly the Transactions; provided, that the foregoing shall not be deemed to include a “second request” for information in connection with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in filing made by any Party under the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and HSR Act; (ii) NewCo LLC shall have received an opinion from Tax Counselprohibit or limit the ownership, in form and substance reasonably satisfactory to the Parties (other than those Parties who make operation or control by Lance or Snyder’s or any of their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents respective Subsidiaries of any material portion of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement business or assets of Lance or Snyder’s or any of their respective Subsidiaries, or to the execution and delivery compel Lance or Snyder’s or any of this Agreement and the consummation their respective Subsidiaries to dispose of or hold separate any material portion of the Transactions business or assets of Lance or Snyder’s or any of their respective Subsidiaries; or (iii) impose limitations on the “Credit Agreement Consent”) ability of Lance to acquire or all principalhold, accrued interest and premiumor exercise full rights of ownership of, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced any shares of capital stock of Snyder’s or any shares of capital stock or other equity or profits interests in full in accordance with this Agreement (the “Credit Agreement Refinancing”)any of its Subsidiaries.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with received the DGCL approval of at least 80% of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and Nasdaq rulesthe Merger; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness completion of the Registration Statement will have been issued offer and no Proceedings for that purpose will have been initiated or be threatened by sale of at least the SECMinimum Offering of the PPO; (c) no applicable Law will prohibit or prevent the consummation satisfactory completion by Parent and Company of the Transactionsall necessary legal due diligence; (d) consummation of all required definitive instruments and agreements including, but not limited to, the expiration or termination of the waiting period applicable Merger Agreement, in forms acceptable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Company and Parent; (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Company and Parent obtaining all necessary board, shareholder, and third party consents; (f) the receipt of any Consent required that there be no injunction or order in effect by any applicable foreign Governmental Authorities governing telecommunications services without governmental authority prohibiting the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Merger; (g) no effective injunctionthe Parent shall have approved the creation of the Series B Preferred Shares, writ or preliminary restraining order or any order and a certificate of any nature will designations, preferences and rights (in the Form attached hereto as Exhibit B) for the creation of such Series B Preferred Shares shall have been issued filed with the Secretary of State of Delaware, with each Series B Preferred Share: (a) automatically converting into one share of Parent common stock (on a post-Reverse Stock Split basis) upon the occurrence of the Reverse Stock Split; (b) voting on all matters put to a vote of the holders of common stock, with each Series B Preferred Share carrying a number of votes equal to 15,463.7183 shares of common stock; provided that Series B Preferred Shares that cannot be converted into common stock solely as a result of the Blocker (as defined below), shall have no voting rights; (c) containing a blocker (the “Blocker”) preventing the automatic conversion of such Series B Preferred Shares that would cause a holder of Series B Preferred Shares to beneficially own more than 9.9% of Parent common stock; provided that such provision shall only apply to those holders of Series B Preferred Shares who expressly state in writing to Parent (which statement may not be revoked for 61 days) that they wish to be subject to the Blocker; and further provided that any Series B Preferred Shares not converted as a result of this provision would (i) have the same liquidation rights as if the Series B Preferred Shares had converted into Parent common stock, (ii) have no voting rights and (iii) automatically convert as soon as such conversion would not violate such Blocker; and (d) being entitled to receive an amount or value equal to 15,463.7183 times the amount or value to be received by a Governmental Authority holder of competent jurisdiction prohibiting one share of common stock upon a liquidation or dissolution, prior to the consummation of the Transactions as provided in this AgreementReverse Stock Split; (h) Parent shall have entered into exchange agreements with the Class Designee pursuant to which all Series A Common Preferred Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class was converted into 297,468 Series B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance;Preferred Shares; and (i) all principal of, and interest on, the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties Parent Debt (other than those Parties who make their entire Investment into NewCo Parent Debt converted in accordance with Section 4.2) the PPO up to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (oExpense Cap) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)exchanged for 295,945 Parent Debt Cancellation Warrants.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect Merger and the Transactions will be other transactions contemplated in the Transaction Documents are subject to the full and complete satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):unless any such condition is waived, in writing, by the other Parties: (a) AEPP, Merger Sub and Oncolix shall be satisfied that the Clearwire Stockholder Approval will have been obtained issuances of the Merger Shares in accordance the Merger shall be exempt from registration with the DGCL Commission under Regulation D of the Securities Act and Nasdaq rulesSection 4(a)(2) of the Securities Act; (b) no temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will Merger shall have been issued and no Proceedings for that purpose will have been initiated issued, nor shall any proceeding brought by any Governmental Body, seeking any of the foregoing be pending; nor shall there be any action taken, or be threatened by any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the SECMerger which makes the consummation of the Merger illegal; (c) no applicable Law will prohibit AEPP, Merger Sub and Oncolix shall be satisfied that additional financing in a minimum amount of $1 million, on terms acceptable to each Party, shall close at or prevent about the consummation of the TransactionsEffective Time; (d) AEPP, Merger Sub and Oncolix shall be satisfied that the expiration existing convertible notes issued by Oncolix shall be exchanged for substantially identical securities issued in the financing referred to in Section 5.1(c) above, repaid from such financing proceeds, or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, otherwise provided for; and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt As of the FCC Consent for the consummation Effective Time, Oncolix shall not have received notice from Oncolix shareholders representing 20% or more of the Transactions without the imposition capital stock of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Oncolix perfecting dissenter’s rights pursuant to DGCL Section 10.3(d); (f) 262 within 20 days after the receipt mailing date of any Consent required such notice by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect Oncolix to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)its shareholders.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing parties hereto to effect the Transactions will transactions contemplated by this Agreement shall be subject to the following conditions (fulfillment, or written waiver signed by each of which shall be determined and may be relied upon on an independent basis):the parties hereto, at or prior to the Closing Date of the following conditions: (a) This Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved and adopted by the affirmative vote of the shareholders of Coventry in accordance with applicable law and the DGCL and Nasdaq rules;Coventry Organizational Documents. (b) The Commission shall have declared the Registration Statement will have become Form S-4 effective under and such effectiveness shall not be the Securities Act, and no subject of any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;proceedings seeking a stop order. (c) no applicable Law will prohibit or prevent The shares of Newco Common Stock to be issued to the consummation holders of Coventry Common Stock shall have been approved for listing on the Transactions;NASDAQ NMS. (d) the expiration or termination of the The waiting period applicable to the consummation of the Transactions Exchange and Capital Contribution under the HSR Act, the expiration Act shall have expired or termination of been terminated. (e) The applicable approvals and any mandatory applicable waiting period applicable to the Transactions periods under any applicable foreign antitrust Lawslaws, andrules or regulations governing insurance and insurance companies, if applicableHMOs, PPOs, health care services plans, third party administrators or other managed health care organizations shall have been received, waived or terminated. (f) All other consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the receipt execution, delivery and performance of any Consents required under any applicable foreign antitrust Laws, in each case, this Agreement shall have been obtained without the imposition of any Burdensome Condition condition or made, except for filings in connection with the Exchange and Capital Contribution and any other documents required to be filed after the Effective Time and except where the conditions imposed, individually or in the aggregate, would not result in, individually or in the aggregate, in a Coventry Material Adverse Effect, a Principal Material Adverse Effect, a Mutual Material Adverse Effect or a material adverse effect on the business, operations, properties, prospects or with respect to such Party condition (financial or over which such Party has an approval right pursuant to Section 10.3(d);otherwise) of Newco (a "Newco Material Adverse Effect") following the Effective Time. (eg) No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the receipt transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the FCC Consent for Agreement or the related agreements or the consummation of the Transactions without Exchange and the imposition of Capital Contribution; and no governmental agency shall have given notice to any Burdensome Condition on or with respect party hereto to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the effect that consummation of the Transactions as provided in transactions contemplated by this Agreement;Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Exchange and the Capital Contribution. (h) Each of the Class A Common Stock parties to the Ancillary Agreements shall have executed and delivered a counterpart signature page to each such Ancillary Agreement to the other party or parties thereto and shall perform all such acts required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq performed thereby at or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be Amalgamation are subject to the following conditions (fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which shall be determined and may be relied upon on an independent basis):waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) the Clearwire Stockholder Approval will The transactions contemplated by this Agreement shall have been obtained in accordance with approved and adopted by the DGCL and Nasdaq rules;Required Company Vote. (bi) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the All waiting period periods applicable to the consummation of the Transactions transactions contemplated by this Agreement under the HSR ActAct shall have expired or been terminated; (ii) all Required Approvals shall have been obtained from Governmental Authorities; and (iii) a determination not to take action shall have been made by CFIUS pursuant to the filing for Exon-▇▇▇▇▇▇ Review called for in Section 6.03(a), or the statutory time period for such a decision shall have lapsed; in the case of each of clauses (i), (ii) and (iii), without any condition on Parent, the expiration Company or termination any of any mandatory waiting period applicable their respective Subsidiaries that (A) would reasonably be expected to have, individually or in the Transactions under any applicable foreign antitrust Lawsaggregate, and, if applicable, the receipt of any Consents a Company Material Adverse Effect or Modified Parent Material Adverse Effect or (B) Parent is not required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right accept pursuant to Section 10.3(d6.03(c);. For purposes of this Agreement, "Required Approvals" are the affirmative approvals of Governmental Authorities referenced in subsections (ii), (iv), (v) and (vi) of Section 3.08(a) and 4.03(a). (ec) All other notices reports, applications and other filings required to be made prior to the receipt Closing by Parent or the Company or their respective Subsidiaries have been made, except for those the failure of which to submit do not have and would not reasonably be expected to have, individually or in the FCC Consent for the aggregate, a Company Material Adverse Effect. (i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); transactions contemplated by this Agreement; and (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (gii) no effective injunctionGovernmental Authority shall have instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) before any court in The Netherlands, writ the European Union or preliminary restraining order its Member States, the United States or any order of other country or before any nature will have been issued by a other Governmental Authority of competent jurisdiction prohibiting the seeking to enjoin, restrain or otherwise prohibit consummation of the Transactions as provided in transactions contemplated by this Agreement; (h) the Class A Common Stock required to be issued , except, in the Merger and to Google under this Agreement and upon conversion case of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel), in form for Laws, actions and substance proceedings that do not and would not reasonably satisfactory be expected to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect thathave, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined individually or in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principalaggregate, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)a Company Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at party to consummate the Closing to effect the Transactions will be transactions contemplated by this Agreement is subject to the satisfaction, or waiver by TCCC, CCL, Enterprises and KOC Acquisition, of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, national, state, provincial, or local jurisdiction which would be reasonably expected to: (i) prevent consummation of the Clearwire Stockholder Approval purchase and sale of the KOC Shares contemplated herein; (ii) cause such purchase and sale to be rescinded following its consummation; or (iii) materially modify the terms of the purchase and sale of the KOC Shares or result in material damage or Losses (as defined below) to any party hereto as a result of the purchase and sale of the KOC Shares. The pendency of an action, suit or proceeding relating to any tender offer for shares of common stock of KOC initiated by KOC Acquisition or its affiliates will have been obtained not prevent the condition set forth in accordance with this paragraph (a) from being satisfied unless such action, suit or proceeding challenges the DGCL purchase and Nasdaq rules;sale of the KOC Shares contemplated herein, and such challenge could not be eliminated by a termination or withdrawal by KOC Acquisition or its affiliates of such tender offer. (b) the Registration Statement will have become effective under the Securities ActNo order, and no stop order suspending the effectiveness injunction or decree issued by any court or agency of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated competent jurisdiction or be threatened by the SEC; (c) no applicable Law will prohibit other legal restraint or prevent prohibition preventing the consummation of the Transactions; transactions contemplated hereby shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority (das hereinafter defined) the expiration which prohibits, materially restricts or termination of the waiting period applicable to the makes illegal consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided transactions contemplated hereby. As used in this Agreement; (h) , the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq term "Governmental Authority" means any national, federal, provincial, state, local, foreign or the NYSEinternational court, subject only to government, department, commission, stock exchange, board, bureau, agency, official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and Cor other regulatory, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) administrative or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)governmental authority.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be Transaction are subject to the following conditions (fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which shall be determined and may be relied upon on an independent basis):waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) The Bermuda Amalgamation Agreement and the Clearwire Stockholder Approval will transactions contemplated by this Agreement shall have been obtained in accordance with approved and adopted by the DGCL and Nasdaq rules;Required Company Vote. (b) the Registration Statement will have become effective under the Securities ActAll authorizations, consents, Orders or Permits of, or filings with, and no stop order suspending the effectiveness expirations of waiting periods required from, any Governmental Authority set forth in Section 3.07(a) (other than clause (vii) thereof) and Section 4.03(a), including without limitation the Registration Statement will Requisite Insurance Regulatory Approvals, shall have been issued filed, have occurred or been obtained (all such authorizations, consents, Orders, Permits or filings, and no Proceedings for that purpose will have been initiated or the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be threatened by the SEC;in full force and effect. (c) no applicable All other notices, reports, applications and other filings required to be made prior to the Closing by Parent or the Company or their respective Subsidiaries shall have been made, except for those the failure of which to make or submit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect. (i) No Governmental Authority shall have enacted, issued, promulgated or enforced any Law will prohibit or prevent the Order (whether on a temporary, preliminary or permanent basis), in any case which is in effect and which prevents or prohibits consummation of the Transactions; transactions contemplated by this Agreement; and (dii) no Person shall have instituted any Action (which remains pending at what would otherwise be the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR ActClosing Date) before any court in Bermuda, the expiration or termination of United States, any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Lawsstate thereof, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of other country or before any nature will have been issued by a other Governmental Authority of competent jurisdiction prohibiting the seeking to enjoin, restrain or otherwise prohibit consummation of the Transactions as provided in transactions contemplated by this Agreement; (h) the Class A Common Stock required to be issued , except in the Merger and to Google under case of this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and clause (ii) NewCo LLC shall have received an opinion from Tax Counselfor Actions that do not and would not, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined individually or in the Credit Agreement) under the Credit Agreement aggregate, reasonably be expected to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) have a Company Material Adverse Effect or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)a Parent Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will transaction contemplated by this agreement shall be subject to the satisfaction of each of the following conditions (each of which shall be determined and may be relied upon on an independent basis):precedent at or prior to the Closing Date except to the extent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) the Clearwire Stockholder Approval will There shall not have been obtained instituted and there shall not be pending any action or proceeding by a Governmental Entity, and no such action or proceeding shall have been threatened by a Governmental Entity, with authority to institute such an action or proceeding, before any court of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in accordance any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Sellers; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and assets of Sellers with any of Parent, Buyer or their Subsidiaries or other operations; (c) imposing or seeking to impose other sanctions, damages or liabilities arising out of the DGCL and Nasdaq rules;transaction contemplated by this agreement on Parent, Buyer or Sellers or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Sellers; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the transaction contemplated by this agreement, which, in the case of claims (a) through (d) above, would or is reasonably likely to result in a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (b) the Registration Statement will have become effective under the Securities ActAll consents, waivers, approvals and authorizations required to be obtained, and no stop order suspending the effectiveness of the Registration Statement will have been issued all filings or notices required to be made, by Buyer, Sellers and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the Shareholders prior to consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided transaction contemplated in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance obtained from and made with this Agreement (all required Governmental Entities, except for such consents, waivers, approvals or authorizations which the “Credit Agreement Refinancing”)failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer Material Adverse Effect after the Closing Date or be reasonably likely to subject Sellers, Parent or Buyer or any of their respective affiliates, officers or directors to substantial penalties or criminal liability.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Parties to proceed with the Closing to effect the Transactions will be contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions (each conditions, any one or more of which shall be determined and may be relied upon on an independent basis):waived in writing, in whole or in part, by such Parties: (a) (i) each of the Clearwire Stockholder Approval will items set forth in Section 5.5 to be submitted to the Shareholders at the First Shareholders’ Meeting shall have been obtained adopted and approved by the requisite vote of the holders of the issued and outstanding Common Shares as set forth in accordance with Section 4.26, and (ii) the DGCL Company shall have received proxies authorizing management’s proxies to vote to approve and Nasdaq rulesadopt, by the requisite vote of the holders of the issued and outstanding Common Shares as set forth in Section 4.26, each of the items set forth in Section 5.5 to be submitted to the Shareholders at the Second Shareholders’ Meeting and the Third Shareholders’ Meeting, and none of such proxies shall have been revoked by the time of the Closing; (b) the Registration Statement will have become effective all waiting periods under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated any applicable pre-merger notification Law has expired or be threatened by the SECterminated; (c) no applicable Law will prohibit the Parties shall have received all other consents and approvals from any Governmental Entity, the absence of which would be reasonably likely to have a Company Material Adverse Effect or prevent the consummation of the Transactionsa Sponsor Material Adverse Effect; (d) the expiration there shall not be any statute, rule, regulation, judgment, order, decree, ruling or termination of the waiting period injunction enacted, issued, entered, or promulgated, applicable to the Assets Sale or the Liquidation by or on behalf of a Governmental Entity that, directly or indirectly, (i) prohibits the acquisition by Purchaser or Sponsor of any material Company Assets under the Assets Sale or restrains or prohibits the consummation of the Transactions under Assets Sale and the HSR ActLiquidation, (ii) prohibits or materially limits the expiration ownership or termination operation by the Purchaser of a material portion of the business or assets of the Subsidiaries, taken as a whole, or of CF Leasing individually, (iii) compels the Company or any mandatory waiting period applicable of its Subsidiaries to dispose of or hold separate any material portion of the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt business or assets of any Consents required under any applicable foreign antitrust Lawssuch a Person, in each casecase as a result of the Assets Sale and the Liquidation, without (iv) prohibits the imposition Purchaser or the Sponsor from effectively controlling in any material respect any material portion of any Burdensome Condition on the business or with respect operations of the Subsidiaries, taken as a whole, or CF Leasing individually (other than day to day management of such Party business or over which such Party has an approval right pursuant to Section 10.3(d);operations) or (v) otherwise materially adversely affects the Company and its Subsidiaries, taken as a whole; and (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of there shall not be instituted or pending any Burdensome Condition on action, suit or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued proceeding brought by a Governmental Authority of competent jurisdiction prohibiting the consummation Entity that seeks to, or is reasonably likely to result in, any of the Transactions as provided effects described in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; sub-clauses (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; through (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(av) of the Code and clause (iid) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)above.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated thereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) This Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved in accordance with the DGCL manner required by applicable law by the holders of the issued and Nasdaq rules;outstanding shares of capital stock of Insynq and of Xcel. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued and no Proceedings for that purpose will issued, each party agrees to use its reasonable efforts to have been initiated any such injunction lifted or be threatened by the SEC;order reversed. (c) no applicable Law will prohibit No material action, suit, proceeding, or prevent investigation involving either party shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the consummation issuance or trading of the Transactions;Xcel Stock to be issued in connection with this transaction shall have been received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the expiration execution, delivery, and performance of this Agreement shall have been obtained or termination of made, except for filings required to be filed after the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Closing Date. (e) the receipt No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the FCC Consent for the consummation of the Transactions without the imposition of transactions contemplated hereby or cause any Burdensome Condition on such transaction to be declared unlawful or with respect rescinded or that could reasonably be expected to such Party cause an Insynq Material Adverse Effect or over which such Party has an approval right pursuant to Section 10.3(d);a Material Adverse Effect. (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required All documents and instruments to be issued delivered by the parties in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed connection with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to transactions contemplated hereby shall be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Partiesparties and their respective counsel, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC parties shall have received an opinion from Tax Counsel, such other documents and instruments as they may reasonably request in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; andconnection therewith. (og) Clearwire Each party to this Agreement shall have received written consents of completed to its satisfaction, due diligence investigation on the Required Lenders other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (as defined in h) Each party to this Agreement shall have provided the Credit Agreement) under information necessary to complete the Credit Agreement Schedules and Exhibits to the execution and delivery of this Agreement and the consummation of Schedules and Exhibits must be completed and the Transactions information contained therein must be satisfactory to each party to this Agreement, in each such party's sole discretion. (i) This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately parties hereto prior to the Closing Closing. (j) None of these transactions contemplated hereby shall have been refinanced in full in accordance with this Agreement enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and not suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority. (k) Xcel shall continue to be listed and shall not have received any notice of impending delisting or suspension from the “Credit Agreement Refinancing”)Nasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at party to consummate the Closing to effect the Transactions will be transactions contemplated by this Agreement is subject to the satisfaction, or waiver by Enterprises, Coke Northeast, TCCC and BIH, of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, national, state, provincial, or local jurisdiction which would be reasonably expected to: (i) prevent consummation of the Clearwire Stockholder Approval purchase and sale of the KONY Shares contemplated herein; (ii) cause such purchase and sale to be rescinded following its consummation; or (iii) materially modify the terms of the purchase and sale of the KONY Shares or result in material damage or Loss (as defined below) to any party hereto as a result of the purchase and sale of the KONY Shares. The pendency of an action, suit or proceeding relating to any tender offer for shares of common stock of Coca-Cola Beverages Ltd. initiated by Enterprises or its affiliates will have been obtained not prevent the condition set forth in accordance with this paragraph (a)from being satisfied unless such action, suit or proceeding challenges the DGCL purchase and Nasdaq rules;sale of the KONY Shares contemplated herein, and such challenge could not be eliminated by a termination or withdrawal by Enterprises or its affiliates of such tender offer. (b) the Registration Statement will have become effective under the Securities ActNo order, and no stop order suspending the effectiveness injunction or decree issued by any court or agency of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated competent jurisdiction or be threatened by the SEC; (c) no applicable Law will prohibit other legal restraint or prevent prohibition preventing the consummation of the Transactions; transactions contemplated hereby shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority (das hereinafter defined) the expiration which prohibits, materially restricts or termination of the waiting period applicable to the makes illegal consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided transactions contemplated hereby. As used in this Agreement; (h) , the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq term "Governmental Authority" means any national, federal, provincial, state, local, foreign or the NYSEinternational court, subject only to government, department, commission, board, bureau, agency, official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and Cor other regulatory, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) administrative or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)governmental authority.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated hereby and by the Related Agreements shall be subject to the fulfillment at or prior to the Merger Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Clearwire Stockholder Approval will have been obtained Merger Closing, and the representations and warranties of each such other party shall be true and correct in accordance all material respects on and as of (i) the date made and (ii) the Merger Closing date with the DGCL same effect as if made on that date; and Nasdaq ruleseach party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby shall have been approved by the affirmative vote of a majority of the ATLANTIC Common Shares and the SCG shareholders' Approval shall have been obtained; (c) The ATLANTIC Registration Statement will and the SCG Warrant Registration Statement shall each have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the Registration Statement will shall have been issued and remain in effect and no Proceedings proceeding for that purpose will shall have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the TransactionsCommission; (d) ATLANTIC and SCG shall have received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another nationally recognized independent certified public accounting firm concluding that the expiration or termination accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the waiting SCG Subsidiaries for the period applicable to beginning January 1, 1997 and ending on the consummation of Merger Closing date are in the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)aggregate less than $5,000,000; (e) Each of ATLANTIC and SCG shall have received a favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the receipt form set forth in Exhibit VIII hereto) to the effect that the mergers described in Section 2.1 each will qualify as a reorganization within the meaning of Section 368 of the FCC Consent Code and that each of ATLANTIC, the SCG Subsidiaries, and the subsidiary of ATLANTIC that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code will constitute a transaction subject to the reorganization provisions of the Code and related provisions; (f) ATLANTIC and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of ATLANTIC and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction, order or decree lifted); (h) All governmental consents, orders and approvals legally required for the consummation of the Transactions without transactions contemplated by this Agreement and the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Related Agreements shall have been issued by a Governmental Authority of competent jurisdiction prohibiting obtained and be in effect at the Merger Closing (including ATLANTIC Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the consummation of the Transactions as provided in transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required from third parties necessary to consummate the transactions contemplated by this Agreement; (hj) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion All agreements set forth on Schedule 7.1 shall have been terminated effective as of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively;Closing; and (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire SCG shall have received an opinion forgiven all indebtedness owing to it from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will all authorizations, consents, registrations, notices or approvals required by third parties (other than Governmental Antitrust Entities) and set forth in Schedule 7.1(a) hereto shall have occurred or been obtained in accordance with the DGCL and Nasdaq rulesobtained; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the any waiting period (and any extension thereto) (i) applicable to the consummation of the Transactions transactions contemplated by this Agreement under the HSR Act, Act shall have expired or been terminated and (ii) approval by the expiration or termination European Commission of any mandatory the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation; (c) all waiting period periods applicable to the Transactions transactions contemplated by this Agreement or any Ancillary Agreement under any applicable other antitrust or competition law shall have expired or been terminated, all filings required by law to be made prior to Closing by TRW or Buyer with, and all consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust Lawsor competition law (collectively, and“Governmental Antitrust Consents”) in order to consummate the transactions contemplated by this Agreement shall have been made or obtained (as the case may be), except where the failure for such waiting periods to expire or to be terminated, to make such filings, or to obtain any such Governmental Antitrust Consents, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect if applicable, the receipt transactions contemplated by this Agreement were consummated to the extent legally permissible; (d) no provision of any Consents applicable law or regulation and no judgment, injunction (preliminary or permanent), order or decree that prohibits, makes illegal or enjoins the consummation of the transactions contemplated by this Agreement shall be in effect (each party taking any and all steps required under any by Section 6.3 and Section 6.4 of this Agreement), except where the applicable foreign antitrust Lawslaw or regulation or judgment, in each caseinjunction, without order or decree is not reasonably likely to have more than an immaterial effect on the imposition of any Burdensome Condition on or with respect Business if the transactions contemplated by this Agreement were consummated to such Party or over which such Party has an approval right pursuant to Section 10.3(d);the extent legally permissible; and (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Preliminary Transfers shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo completed in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Schedule 2.1 hereto.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing to effect the Swiss Transactions will be is subject to the satisfaction, on or prior to the Closing Date, of the following conditions (each of conditions, which shall be determined and may be relied upon on an independent basis):waived by BRKR or Invest Shareholders: (a) the Clearwire Stockholder Approval will The U.S. Closing shall have been obtained in accordance with the DGCL and Nasdaq rulesoccurred; (b) the Registration Statement will have become effective The waiting periods (i) under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period HSR Act applicable to the consummation of the Transactions under the HSR Act, the expiration shall have expired or termination been terminated and all necessary Consents of any mandatory waiting period Governmental Authority required for consummation of the Transactions shall have been obtained and (ii) applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt consummation of the FCC Consent Transactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions without under any corresponding requirements of the imposition European Union member states or competition regulatory authorities in other jurisdictions shall have been obtained; and (c) There shall not be in effect any Law of any Burdensome Condition on Governmental Authority of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated by this Swiss Merger Agreement or any of the Ancillary Agreements. (d) A ruling of the Merger Documents from the Commercial Register shall have been received, confirming that the Merger Documents are in line with respect to such Party or over which such Party has an approval right Swiss law and that the Merger Filing will be registered in the Commercial Register upon the filing of the Merger Documents; (e) A confirmation of a specially qualified auditor pursuant to Section 10.3(d)Article 25(2) of the Merger Act shall have been received from Invest and the Merger Sub confirming that there are no known or expected claims of Invest which could be jeopardized due to the Merger; (f) A confirmation of Invest and the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Merger Sub shall have been issued by a Governmental Authority of competent jurisdiction prohibiting confirming that consultation proceedings with the consummation employee representatives, pursuant to Article 28 of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will Act, have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposestaken place; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Contemplated Transactions will be subject to the following conditions (fulfillment at or prior to the Closing of each of which shall be determined and may be relied upon on an independent basis):the following conditions: (a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the The waiting period applicable to the consummation of the Transactions Acquisition under the HSR ActAct and any applicable waiting periods under the Other Antitrust Laws will have expired or been terminated and all other Authorizations and Orders of, declarations and filings with, and notices to any Governmental Entity required to permit the expiration consummation of the Contemplated Transactions will have been obtained or termination made. (b) No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of any mandatory waiting period the Contemplated Transactions shall be in effect. No Applicable Law shall have been enacted or shall be deemed applicable to the Acquisition which makes the consummation of the Contemplated Transactions under any applicable foreign antitrust Lawsillegal. (c) The Shareholder will have received, and, if applicableand the Company, the receipt Purchaser and the Noteholder will have received a copy of any Consents required the opinion from the Shareholder’s financial advisor that was rendered to the Shareholder that (i) the consideration to be received by the Shareholder in the Contemplated Transactions is fair to the Shareholder from a financial point of view and (ii) the consideration to be received by the Shareholder is at least equal to the fair market value (as such term is used in determining “adequate consideration” under any applicable foreign antitrust LawsSection 3(18) of ERISA) of the stock to be sold by the Shareholder in the Contemplated Transactions as of the Closing Date. (d) The Trustee shall have determined, in the exercise of its fiduciary discretion under ERISA, that the consummation of the Contemplated Transactions is prudent, is for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP, and does not constitute a “prohibited transaction” under ERISA nor otherwise violate ERISA, and the Trustee shall have delivered to each case, without of the imposition of any Burdensome Condition on or with respect other Parties hereto a certificate to such Party or over which such Party has an approval right pursuant to Section 10.3(d);effect. (e) the receipt All of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to actions contemplated by Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required 8.1 to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately taken prior to the Closing shall will have been refinanced taken, will be in full in accordance with this Agreement (force and effect and will not have been rescinded or amended or enjoined by an Order of any Governmental Entity as of the “Credit Agreement Refinancing”)Closing Date.

Conditions to Each Party’s Obligations. (a) The respective obligations of each Party at Greenhill, New Manager and Newco Holdco under Section 4.02 and the Closing to effect the Transactions will obligations of ▇▇▇▇▇▇▇ under Section 4.02(e) shall be subject to the satisfaction or waiver of the following conditions (as of each of which shall be determined and may be relied upon on an independent basisSeparation Date): (ai) the Clearwire Stockholder Approval will The requisite Investor Consent shall have been obtained obtained; (ii) To the extent required, any consents by any Governmental Authority shall have been obtained; (iii) No provision of any Applicable Law shall prohibit the consummation of the transactions contemplated to be entered into pursuant to Section 4.02 on such Separation Date; and (iv) There shall not be instituted or pending any action or proceeding by or before any Governmental Authority which seeks to (A) make the transactions to be entered into pursuant to Section 4.02 on such Separation Date illegal or otherwise challenge, restrain or prohibit the consummation of such transactions or (B) cause such transactions to be rescinded following consummation. (b) In addition to the conditions set forth in Section 4.03(a), ▇▇▇▇▇▇▇▇▇’▇ and New Manager’s obligations under Section 4.02 (including with respect to the Management Agreements) shall be subject to the satisfaction or waiver by Greenhill of the following conditions (as of each Separation Date): (i) Greenhill shall not have terminated the License Agreement in accordance with the DGCL and Nasdaq rulesterms thereof; (bii) (A) Prior to the Registration Statement will first Separation Date, no event shall have become effective under occurred that (had a Management Agreement been in effect on the Securities Act, and no stop order suspending the effectiveness date of the Registration Statement will occurrence of such event) would have been issued permitted Greenhill to terminate any Management Agreement and no Proceedings for that purpose will (B) after the first Separation Date, Greenhill shall not have been initiated or be threatened by terminated any Management Agreement in accordance with the SECterms thereof; (ciii) no applicable Law will prohibit or prevent the consummation of the TransactionsNo Key Person Event shall have occurred; (div) the expiration or termination of the waiting period applicable With respect to the consummation of Separation Date for each Existing U.S. Fund, the Transactions applicable Newco Advisor, to the extent required, shall have registered as an investment adviser with the SEC under the HSR Act, the expiration or termination Advisers Act and shall have delivered a copy to Greenhill of any mandatory waiting period applicable its Form ADV (part II) in a form reasonably acceptable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Greenhill; (ev) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with With respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); the Separation Date for GCPE, Newco (fU.K.) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will shall have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed registered with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesFSA; and (ovi) Clearwire Greenhill shall have received written consents copies of the Required Lenders (as defined Compliance Procedures in a form reasonably acceptable to Greenhill, it being understood and agreed that Compliance Procedures that are substantially similar to those in existence for ▇▇▇▇▇▇▇▇▇ Capital Partners on the Credit Agreement) under the Credit Agreement date hereof shall be deemed to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)be acceptable for these purposes.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):unless waived by such party: (a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities ActAll authorizations, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated consents, orders or be threatened by the SEC; (c) no applicable Law will prohibit approvals of, or prevent the consummation of the Transactions; (d) the declarations or filings with, or expiration or early termination of the waiting period applicable to the consummation of the Transactions under the HSR Actperiods imposed by, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent Governmental Entity necessary for the consummation of the Transactions without transactions contemplated by this Agreement, including under applicable federal and state securities laws, and including the imposition waiting period required by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any Burdensome Condition on 1976 and regulations promulgated thereunder (the "HSR Act"), shall have been filed, occurred or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);been obtained. (fb) This Agreement shall have been approved and adopted by the receipt stockholders of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Company and Acquisition Corp. (gc) no effective injunctionNo temporary restraining order, writ preliminary injunction or preliminary restraining permanent injunction or other order or any order preventing the consummation of any nature will the transactions contemplated by this Agreement shall have been issued by any federal or state court and remain in effect, and no litigation brought by any Governmental Entity seeking the issuance of such an order or injunction shall be pending which, in the good faith judgment of the Company's or TSI's board of directors, has a reasonable probability of resulting in such order, injunction or damages. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (d) No statute, rule or regulation shall have been enacted by any Governmental Authority of competent jurisdiction prohibiting Entity that makes the consummation of the Transactions transactions contemplated by this Agreement illegal, prohibits TSI's ownership or operation of all or a material portion of the business or assets of the Company, or compels TSI to dispose of or hold separate all or a material portion of the business or assets of the Company, as provided in a result of the transactions contemplated by this Agreement;, or renders TSI or the Company unable to consummate the transactions contemplated by this Agreement, except for any waiting period provisions. (he) TSI, each Stockholder, the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock Stockholders' Representative and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Escrow Agent shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to entered into the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Escrow Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained approved by the stockholders of the Company in accordance with the DGCL and Nasdaq rulesWBCA; (b) the Registration Statement will Statements shall have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will Statements shall have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECSEC and remain in effect; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition shall be in effect which (i) has the effect of making the consummation of the TransactionsMerger or the other transaction contemplated hereby illegal, (ii) materially restricts, prevents or prohibits consummation of the Merger or any of the transactions contemplated hereby or (iii) would impair the ability of Parent to own the outstanding shares of the Surviving Corporation, or operate its businesses (including the businesses of the Surviving Corporation), following the Effective Time (collectively, "Restraints"); and there shall not be pending any suit, action or proceeding by any Governmental Entity or third party which would have any of the foregoing effects; provided, however, that each of the parties shall have used their reasonable best efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)shall have expired; (e) the receipt no Governmental Entity, nor any federal or state court of the FCC Consent for competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunctions or arbitration award or finding (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order Merger or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided other transactions contemplated in this Agreement; (hf) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion each of the Class B Common Stock Parent and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Company shall have received an a written opinion from Tax Counselits respective tax counsel (PricewaterhouseCoopers LLP and Snow Beck▇▇ ▇▇▇u▇▇ ▇.▇., respectively), in form and substance reasonably satisfactory to the Partiesthem, to the effect that the Recapitalization and the Merger will qualify be treated for federal income tax purposes as a tax-free reorganizations of Clearwire reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC such opinions shall not have received an been withdrawn. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from Tax CounselParent, the Company and Merger Sub in form and substance reasonably satisfactory to such tax counsel; (g) the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) Parent Shares to be issued pursuant to the effect thatMerger shall have been duly approved for trading on the NASDAQ, following subject to official notice of issuance; (h) Company and Barb▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll have executed an employment agreement substantially in the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesform of Exhibit C hereto; and (oi) Clearwire shall Company and Caro▇ ▇▇▇▇▇▇ ▇▇▇ll have received written consents of the Required Lenders (as defined executed an employment agreement substantially in the Credit Agreement) under the Credit Agreement to the execution and delivery form of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Exhibit D hereto.

Conditions to Each Party’s Obligations. The respective obligations of each Party at party to consummate the Closing to effect sale of Shares and the Transactions will other transactions contemplated hereby shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Overbid Procedures Order and the Section 363/365 Order shall have been obtained entered by the Bankruptcy Court, and each such order shall not have been (i) stayed or reversed or (ii) modified or amended in accordance with a materially adverse manner to either Seller or Purchaser without such party's consent; and no order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the DGCL and Nasdaq rulesconsummation of the transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Entity seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) all consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the Registration Statement will have become effective under the Securities Actexecution, delivery and no stop order suspending the effectiveness performance of the Registration Statement will this Agreement shall have been issued obtained or made and no Proceedings shall remain in full force and effect (as the case may be), except for that purpose will filings and any other documents required to be filed after the Closing and except where the failure to have been initiated obtained or be threatened by made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect (all such consents, authorizations, orders, approvals, filings and registrations being referred to herein as the SEC"Requisite Regulatory Approvals"); (c) no applicable Law will prohibit or prevent the consummation transactions contemplated by the Settlement Agreements shall have been consummated (including the execution and delivery of the TransactionsGenAm Option Agreement and the Value Confidentiality Agreement); (d) the expiration or termination of the any waiting period applicable to the consummation of the Transactions transactions contemplated hereby under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire Act shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesexpired or been terminated; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained adopted by the requisite vote under applicable law of the shareholders of the Company and this Agreement and the issuance of Parent Shares in accordance connection with this Merger shall have been approved by the DGCL requisite vote under the rules and Nasdaq rules;regulations of the NNM by the stockholders of Parent (if necessary); 49 (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination Parent Shares issuable to stockholders of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d);this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; and (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will all required filings or submissions to, or approvals or consents of, any Governmental Entity or third party shall have been filed with the Delaware Secretary of State; made or obtained (j) NewCo’s certificate of incorporation and bylaws will all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have been amended to be expired), except, in the form attached case of approvals or consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to this Agreement as Exhibits B and Cobtain any such consents or approvals would not reasonably be expected to have a Material Adverse Effect on the Company, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in Surviving Corporation or the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code Parent and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form all such approvals and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall that have been refinanced in full in accordance with this Agreement (obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the “Credit Agreement Refinancing”)Company, the Surviving Corporation or the Parent.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment of the following conditions (each conditions, none of which shall be determined and may be relied upon on an independent basis):waived: (a) this Agreement and the Clearwire Stockholder Approval will transactions contemplated hereby shall have been obtained approved by the requisite vote of Seller's stockholders in accordance with the DGCL applicable law and Nasdaq rulesregulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the Registration Statement will transactions contemplated hereby shall have become effective under been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other permits, consents, waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will Merger and the other transactions contemplated hereby shall have been issued obtained or made. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) Seller and no Proceedings for that purpose will have been initiated its Subsidiaries taken as a whole or be threatened by the SEC(y) Purchaser and its Subsidiaries taken as a whole; (c) no applicable Law will prohibit party hereto shall be subject to any order, decree or prevent injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Transactions;Merger, the Bank Merger or any other transaction contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that would have or is reasonably likely to have a Material Adverse Effect on Seller or its Subsidiaries; and (d) the expiration no statute, rule, regulation, order injunction or termination of the waiting period applicable to the decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions under the HSR ActMerger, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order Bank Merger or any order of any nature will have been issued other transaction contemplated by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to this Agreement to effect the Merger and the other Transactions will shall be subject to the satisfaction at or prior to the Closing of the following conditions (each conditions, any of which shall be determined and may be relied upon on an independent basis):waived, in writing, exclusively by both SPAC and the Company: (a) The Parties will have received all necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Clearwire Governmental Entities set forth on Section 8.1(a) of the Company Disclosure Schedule in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (b) At the Special Meeting (including any adjournments thereof), the SPAC Stockholder Approval will shall have been obtained obtained. (c) The written consent(s), pursuant to Section 7.18, of the Company Party Shareholder Approval, shall have been obtained. (d) The Registration Statement / Proxy Statement shall have become effective in accordance with the DGCL provisions of the Securities Act and Nasdaq rules; shall not be subject to any stop order or proceeding (bor threatened proceeding) by the SEC seeking a stop order with respect to the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;/ Proxy Statement. (ce) no No provision of any applicable Law will prohibit Legal Requirement prohibiting, enjoining, restricting or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to making illegal the consummation of the Transactions under the HSR Actshall be in effect, the expiration and no temporary, preliminary or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Lawspermanent restraining Order enjoining, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on restricting or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for making illegal the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);will be in effect. (f) the receipt of any Consent required All Transaction Agreements shall be in full force and effect and shall have not been rescinded by any applicable foreign Governmental Authorities governing telecommunications services without of the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);parties thereto. (g) no effective injunctionSPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of shares of SPAC Class A Common Stock issued in SPAC’s initial public offering of securities and outstanding immediately before the Merger Effective Time of their right to redeem their shares of SPAC Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with SPAC Governing Documents, writ or preliminary restraining order or any order and giving effect to the receipt by New PubCo of any nature will have been issued the net amount of proceeds actually contributed by a Governmental Authority investors in accordance with the terms and conditions of competent jurisdiction prohibiting the PIPE Subscription Agreements upon consummation of the Transactions as provided in this Agreement;PIPE Investments. (h) the Class A Common Stock required The New PubCo Ordinary Shares to be issued in the Merger and pursuant to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been shall be approved for listing upon the Closing on Nasdaq NASDAQ (or any other public stock market or exchange in the NYSE, United States as may be agreed by the Company and SPAC) subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)issuance thereof.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at party to consummate the Closing to effect the Transactions will transactions contemplated hereby shall be subject to the satisfaction or, where permissible, waiver, on or prior to the Closing Date, of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The waiting period applicable to the Clearwire Stockholder Merger under the HSR Act shall have expired or been terminated. (b) None of the parties shall be subject to any order, judgment, injunction, decree or ruling, or other action of a court or other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the Merger or any other transactions contemplated by this Agreement; provided that each of the parties shall have used its reasonable best efforts to appeal as promptly as practicable any such order, judgment, injunction, decree, ruling or other action. (c) The Company Shareholder Approval will shall have been obtained in accordance with the DGCL Texas Business Corporation Act and Nasdaq rules;the Company's Certificate of Incorporation and By-laws. (bd) the The Registration Statement will shall have become effective under the Securities Act, Act and no shall not be the subject of any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;proceedings seeking a stop order. (ce) no applicable Law will prohibit or prevent All Regulatory Filings and Consents (including, without limitation, the Other Antitrust Filings and Consents) which are necessary for the consummation of the Transactions; (d) the expiration Merger shall have been made or termination of the obtained, or any waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration (whether requisite or termination of any mandatory waiting period applicable to the Transactions voluntary) under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust LawsForeign Antitrust Laws shall have expired, in each case, without to the imposition of any Burdensome Condition on extent that the failure to make or with respect to obtain such Party Regulatory Filings or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt Consents or of the FCC Consent for waiting period to have expired, in the aggregate, is reasonably likely, individually or in the aggregate, to have a Material Delaying Effect (all such Consents, Regulatory Filings and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals"), and all such Requisite Regulatory Approvals shall be in full force and effect. There shall not be any statute, law, rule or regulation that makes consummation of the Transactions without the imposition of any Burdensome Condition on transactions contemplated hereby illegal or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);prohibited. (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire The Company shall have received an opinion from Tax Counselthe Requisite Waivers, in form and, if Parent shall have requested the Company to prepare and substance reasonably satisfactory to distribute a Tender Offer Statement, the Partiesholders of a Requisite Majority shall have tendered the Notes held by them, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire Company shall have received written consents notice of the Required Lenders (as defined approval of a Requisite Majority for the amendments and/or waivers described in the Credit Agreement) under final version of such Tender Offer Statement distributed to holders of Notes, and, with respect to any Notes which remain outstanding, the Credit Agreement Trustee with respect to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).the

Conditions to Each Party’s Obligations. The respective obligations of -------------------------------------- each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) this Agreement, the Clearwire Stockholder Approval will Merger and the Contribution shall have been obtained in accordance with received the DGCL and Nasdaq rulesRequisite Shareholder Approval; (b) the Registration Statement will have become effective all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Merger and/or the Contribution shall have expired or otherwise been terminated; (i) Engage shall either have obtained a written opinion from Delaware counsel reasonably acceptable to the Company that shares of Engage Common Stock held by CMGI will not be disqualified from voting in favor of this Agreement and the terms of the Contribution at a meeting of the stockholders of Engage, or (ii) such approval of the Engage stockholders shall have taken place. (d) the California Department of Corporations shall have approved the Section 3(a)(10) Applications and issued a permit qualifying the Merger Shares and the Contribution Shares pursuant to Section 25113 of the California Corporate Securities ActLaw of 1968, as amended, or the Form S-4(s) of CMGI and no Engage shall have been declared effective by the SEC and there shall not be in effect any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated permits or be threatened by the SEC; (cForm S-4(s) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to proceedings seeking such Party or over which such Party has an approval right pursuant to Section 10.3(d)a stop order; (e) the receipt Except as provided in subsection (c) above, Engage shall have obtained all of the FCC Consent for waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of Engage; and (f) no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal or regulatory restraints or prohibition preventing the consummation of the Transactions without Merger or the imposition of any Burdensome Condition on Contribution or with respect to such Party materially limiting or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on restricting CMGI's or with respect to such Party Engage's conduct or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation operation of the Transactions as provided in this Agreement; (h) business of CMGI, Engage or the Class A Common Stock required to be issued in Company after the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing Date shall have been refinanced in full in accordance with this Agreement (issued, nor shall any proceedings brought by any Governmental Entity seeking any of the “Credit Agreement Refinancing”)foregoing be pending, nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger or the Contribution which would affect the effectiveness of the Merger or the Contribution.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained in accordance with approved and adopted by the DGCL requisite vote under applicable law of the shareholders of the Company and Nasdaq rulesstockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR ActAct and all applicable material foreign antitrust, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andcompetition and merger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)been terminated; (e) the receipt Parent Shares issuable to shareholders and other securityholders of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right Company pursuant to Section 10.3(d);this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; and (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock Parent and the Class B Common Units will Company shall each have been approved for listing on Nasdaq or the NYSEreceived written opinions from their respective tax counsel (▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel), in form and substance reasonably satisfactory to the Partiesthem, to the effect that the Recapitalization and for federal income tax purposes the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and (ii) NewCo LLC such opinions shall not have received an opinion from Tax Counselbeen withdrawn; provided, in form and substance reasonably satisfactory however, that if the counsel to either Parent or Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel to the other Party renders such opinion to such Party. The Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and agree to make such reasonable representations as requested by such counsel for the consummation purpose of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under rendering such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)opinions.

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Acquisition are subject to the satisfaction of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will Parties shall have been obtained in accordance with the DGCL and Nasdaq rulesperformed their respective obligations under Section 2.11; (b) the Registration Statement will Parties shall have become effective under received approval of this Agreement and the Securities Act, and no stop order suspending the effectiveness transactions contemplated hereunder from their respective board of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SECdirectors; (c) no applicable Law will prohibit temporary restraining order, preliminary or prevent permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the TransactionsAcquisition shall have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Acquisition which makes the consummation of the Acquisition illegal; (d) the expiration no proceeding in which Seller shall be a debtor, defendant or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration party seeking an order for its own relief or termination of any mandatory waiting period applicable to the Transactions reorganization shall have been brought or be pending by or against Seller under any applicable foreign antitrust Laws, United States or state bankruptcy or insolvency law; and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) each Party shall have received from the receipt Secretary of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such other Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; certificate (i) certifying that the Certificate of Merger will have been filed with Charter as in effect on the Delaware Secretary of State; (j) NewCo’s certificate of incorporation date hereof remains in full force and bylaws will have effect and has not been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; or superseded (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory except to the Partiesextent required by Buyer to creating Buyer D-5 Preferred Stock), to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall certifying that Bylaws as in effect on the date hereof remain in full force and effect and have received an opinion from Tax Counselnot been amended or superseded, (iii) certifying the resolutions of the Board of Directors of each Party and, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect thatcase of Seller, following the ClosingSeller’s stockholders, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of approving this Agreement and the consummation Acquisition and (iv) attesting to the incumbency of the Transactions (officers of the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Parties.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party at the Closing party to effect the Transactions will transactions contemplated hereby and by the Related Agreements shall be subject to the fulfillment at or prior to the Merger Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Clearwire Stockholder Approval will have been obtained Merger Closing, and the representations and warranties of each such other party shall be true and correct in accordance all material respects on and as of (i) the date made and (ii) the Merger Closing date with the DGCL same effect as if made on that date; and Nasdaq ruleseach party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby (including any amendments to SCI's Declaration of Trust as may be required to allow consummation of such transactions) shall have been approved by the affirmative vote of the holders of a majority of the SCI Common Shares of SCI and the SCG Shareholders' Approval shall have been obtained. (c) The SCI Registration Statement will and the SCG Warrant Registration Statement shall each have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the Registration Statement will shall have been issued and remain in effect and no Proceedings proceeding for that purpose will shall have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the TransactionsCommission; (d) SCI and SCG shall have received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another nationally recognized independent certified public accounting firm concluding that the expiration or termination accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the waiting SCG Subsidiaries for the period applicable to beginning January 1, 1997 and ending on the consummation of Merger Closing date are in the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)aggregate less than $5,000,000; (e) Each of SCI and SCG shall have received a favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the receipt form set forth in Exhibit VIII) to the effect that the mergers described in Section 2.1 will each qualify as a reorganization within the meaning of Section 368 of the FCC Consent Code and that each of SCI, the SCG Subsidiaries, and the subsidiary of SCI that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) SCI and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of SCI and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction, order or decree lifted); (h) All governmental consents, orders and approvals legally required for the consummation of the Transactions without transactions contemplated by this Agreement and the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will Related Agreements shall have been issued by a Governmental Authority of competent jurisdiction prohibiting obtained and be in effect at the Merger Closing (including SCI Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the consummation of the Transactions as provided in transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required from third parties necessary to consummate the transactions contemplated by this Agreement; (hj) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion All agreements set forth on Schedule 7.1 shall have been terminated effective as of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively;Closing; and (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire SCG shall have received an opinion forgiven all indebtedness owing to it from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to this Agreement to effect the Mergers and the other Transactions will shall be subject to the satisfaction or, to the extent waivable, waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) At the Clearwire Stockholder Extraordinary Meeting (including any adjournments thereof), the Required SPAC Shareholder Matters shall have been duly adopted by the SPAC Shareholders in accordance with the Cayman Companies Act, the SPAC’s Governing Documents and the Nasdaq rules and regulations, as applicable. (b) The Company Shareholder Approval will shall have been obtained in accordance with applicable law and the DGCL and Nasdaq rules;Governing Documents of the Company. (bc) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or otherwise been terminated. (d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity of competent jurisdiction. (e) The shareholders of SPAC shall have voted to approve the articles of association of TopCo in the form of the Amended and Restated Articles as of immediately prior to the SPAC Merger Effective Time, if required under Cayman Islands law. (f) The Registration Statement will shall have become effective under in accordance with the provisions of the Securities Act, and no shall not be subject to any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be proceeding (or threatened proceeding by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or seeking a stop order with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Registration Statement. (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting The shares constituting the consummation of Merger Consideration and SPAC Merger Consideration shall be approved for listing upon the Transactions as provided in this Agreement;Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if sought by the Class A Common Stock required to be issued Company in accordance with Section 6.05, the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock 104H Interim Tax Ruling) and the Class B Common Units will Israeli Option Tax Ruling shall have been approved for listing on Nasdaq or obtained from the NYSE, subject only to official notice of issuance;ITA and be in effect. (i) At least fifty (50) days shall have elapsed after the Certificate filing of the Merger will have been filed Proposal with the Delaware Secretary of State;Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Approval has been received. (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing The ISA Exemptions shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)obtained.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to this Agreement to effect the Merger and the other Transactions will shall be subject to the satisfaction or, to the extent waivable, waiver at or prior to the Closing of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) At the Clearwire Stockholder Special Meeting (including any adjournments thereof), the Required SPAC Shareholder Matter shall have been duly adopted by the SPAC Shareholders in accordance with the Cayman Companies Act, the SPAC’s Governing Documents and the Nasdaq rules and regulations, as applicable. (b) The Company Shareholder Approval will shall have been obtained in accordance with applicable law and the DGCL and Nasdaq rules;Governing Documents of the Company. (bc) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or otherwise been terminated. (d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity of competent jurisdiction. (e) The shareholders of SPAC shall have voted to amend and restate the articles of association of SPAC in the form of the Amended and Restated Articles as of immediately prior to the Effective Time. (f) The Registration Statement will shall have become effective under in accordance with the provisions of the Securities Act, and no shall not be subject to any stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be proceeding (or threatened proceeding by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or seeking a stop order with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);Registration Statement. (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting The shares constituting the consummation of Merger Consideration shall be approved for listing upon the Transactions as provided in this Agreement;Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if sought by the Class A Common Stock required to be issued Company in accordance with Section 6.04, the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock 104H Interim Tax Ruling) and the Class B Common Units will Israeli Option Tax Ruling shall have been approved for listing on Nasdaq or obtained from the NYSE, subject only to official notice of issuance;ITA and be in effect. (i) At least fifty (50) days shall have elapsed after the Certificate filing of the Merger will have been filed Proposal with the Delaware Secretary of State;Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Approval has been received. (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing The ISA Exemptions shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)obtained.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be subject to the following conditions (each of which shall be determined and may be relied upon on an independent basis): (a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rules; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or prevent the consummation of the Transactions; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (n) (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (o) Clearwire shall have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligations of each Party at to consummate the Closing to effect the Transactions will be Merger are subject to the following conditions (satisfaction or waiver by each of which shall be determined and may be relied upon on an independent basis):the Parties of the following conditions: (a) this Agreement and the Clearwire Stockholder Approval will Merger shall have been obtained adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in accordance connection with this Merger shall have been approved by the DGCL requisite vote under the rules and Nasdaq rulesregulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement will have become effective under the Securities Act, and effective; no stop order suspending the effectiveness of the S-4 Registration Statement will or any part thereof shall have been issued and no Proceedings proceeding for that purpose will purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no applicable Law will prohibit judgment, order, decree, statute, law, ordinance, rule or prevent regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the TransactionsMerger or making the Merger illegal (collectively, "Restraints") shall be in effect; (d) the expiration or termination of the waiting period applicable to the consummation of the Transactions period(s) under the HSR ActAct and all other applicable material foreign antitrust, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, andcompetition and merger laws, if applicableany, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on shall have expired or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)been terminated; (e) the receipt Parent Shares issuable to stockholders of the FCC Consent Company pursuant to this Agreement shall have been authorized for listing on the consummation NNM upon official notice of issuance; and, if the Closing occurs after December 31, 2001 and the Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the Transactions without NNM (or any other requirements set forth in a letter from the imposition NNM to Parent regarding the possible delisting of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(dthe Parent Shares), there shall 55 59 then remain at least forty-five (45) calendar days before a Final Delisting Date, if any; (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire The Company shall have received an a written opinion from Tax Counselits tax counsel (Hill & Bar▇▇▇), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (Bel▇, ▇▇▇▇ & Llo▇▇ ▇▇C), each in form and substance reasonably satisfactory to the Partiesit, to the effect that the Recapitalization and for federal income tax purposes the Merger will qualify as tax-free reorganizations of Clearwire constitute a reorganization within the meaning of Section 368(a) of the Code and such opinion shall not have been withdrawn; provided, however, that if the counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if counsel for the Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent and (ii) NewCo LLC all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have received an opinion from Tax Counsela Material Adverse Effect on the Company, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to Surviving Corporation or the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesParent; and (oh) Clearwire there shall have received written consents of not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Required Lenders Merger and the other transactions contemplated hereby (as defined or in the Credit Agreement) under case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Credit Agreement to Company, the execution and delivery of this Agreement and Surviving Corporation or the consummation of Parent at or after the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”)Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will purchase and sale of the Surplus Note and their other respective obligations under this Agreement shall be subject to the fulfillment at the Closing Date of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) All Required Filings and Approvals required to be obtained prior to the Clearwire Stockholder Approval Closing Date solely for this Agreement, the Ancillary Documents and the Amended Bylaws that will become effective as of the Closing Date and the election of designees of Donegal Mutual as a majority of the members of the Board of Directors of Southern Mutual shall have been obtained and not rescinded or adversely modified or limited as set forth in the proviso below or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that such approvals shall not contain any conditions or limitations that compel or seek to compel Southern Mutual to dispose of all or any portion of the DGCL business or Assets of Southern Mutual or impose or seek to impose any limitation on the ability of Southern Mutual to conduct its business or own its Assets after the Closing Date in substantially the same manner as Southern Mutual presently conducts its business and Nasdaq rulesowns its Assets; (b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for No Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect that purpose will have been initiated or be threatened by the SEC; (c) no applicable Law will prohibit or would prevent the consummation of the Transactions; (d) the expiration purchase or termination sale of the waiting period applicable to Surplus Note or the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) other transactions contemplated hereby and no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued Proceeding brought by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will Entity shall have been approved for listing on Nasdaq commenced and be pending that seeks to restrain, prevent or materially delay or restructure the NYSE, subject only to official notice transactions contemplated hereby or that otherwise questions the validity or legality of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposesany such transaction; and (oc) Clearwire There shall have received written consents of be no pending or threatened litigation initiated by a private party seeking to restrain, prevent, rescind or change the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the execution and delivery terms of this Agreement and or the consummation sale of the Transactions (the “Credit Agreement Consent”) Surplus Note or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced obtain damages in full in accordance connection with this Agreement (or the “Credit consummation thereof or with the sale of the Surplus Note that, in the reasonable opinion of Southern Mutual or Donegal Mutual, makes it inadvisable to proceed with this Agreement Refinancing”)or with the sale of the Surplus Note.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing party to effect the Transactions will Merger shall be subject to the fulfillment of the following conditions (each of which shall be determined and may be relied upon on an independent basis):conditions: (a) the Clearwire Stockholder Approval will this Agreement shall have been obtained approved by the requisite vote of the Company's stockholders and the Parent's stockholders in accordance with the DGCL and Nasdaq rulesapplicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the Registration Statement will transactions contemplated hereby shall have become effective under been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the Securities Act, and no stop order suspending the effectiveness consummation of the Registration Statement will Merger and the other transactions contemplated hereby shall have been issued obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on the Company and no Proceedings for that purpose will its subsidiaries taken as a whole or (ii) on the Parent and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have been initiated a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or be threatened by (y) the SECParent and its Subsidiaries taken as a whole; (c) no applicable Law will prohibit party hereto shall be subject to any order, decree or prevent injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the TransactionsMerger; (d) the expiration no statute, rule or termination of the waiting period applicable to the regulation, shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d)Merger; (e) the receipt Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to such Party or over which such Party has an approval right the transactions contemplated by this Agreement shall have been obtained; and the shares of Parent Common Stock issuable pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will shall have been approved for listing on the Nasdaq or the NYSENational Market, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (of) Clearwire the Parent shall have received written consents the agreement referred to in Section 4.12 from each affiliate of the Required Lenders (as defined Company, and the letters from the three persons referred to in the Credit Agreement) under the Credit Agreement to the execution and delivery last sentence of this Agreement and the consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”Section 4.03(b).