Common use of OPTION CONSIDERATION Clause in Contracts

OPTION CONSIDERATION. (a) Clearwire shall pay to HITN the sum of the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option Consideration") of which (i) *** shall be advanced to HITN within twenty four (24) hours following the execution of this Agreement by all of the Parties hereto ("Cash Consideration"), and (ii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which shall be issued upon being "earned". The Option Consideration for each Market shall not be determined to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. If, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of the Markets shall be deemed "earned". To the extent the Option Consideration has not been "earned", then such Option Consideration shall be subject to refund as provided in Section 1.06. (b) At the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies as set forth on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion of the Cash Consideration to the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITN.

OPTION CONSIDERATION. (a) Clearwire shall pay to HITN the sum of the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option Consideration") of which (i) *** Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the Operating Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein. (ii) Notwithstanding the foregoing, the parties expressly acknowledge and agree that all assets and properties of Owner set forth on Schedule 2(a)(ii) shall be advanced deemed “Excluded Assets” and not be contributed, transferred, assigned, conveyed or delivered to HITN within twenty four the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto. On or prior to the Closing, Owner must distribute to its Participants all of its cash (24excluding from distributable cash (a) hours following any reserves on deposit with lenders for escrow accounts, (b) amounts attributable to prepayments of more than thirty-five (35) days of rent, management fees, other income streams or expense reimbursements, (c) amounts held by Owner as security deposits or amounts otherwise required to be reserved by Owner pursuant to existing agreements with third parties and (d) cash in addition to the execution foregoing, if any, required to maintain a normalized level (as determined in good faith by the Supervisor, or any successor thereto) of Net Working Capital of Owner (determined based on the most recent quarterly financial statement of Owner)) to its Participants in accordance with the provisions of the applicable organizational documents of Owner (such assets being deemed part of the definition of “Excluded Assets”); provided, however, that other than the distributions by Owner and actions taken in connection with the Consolidation Transaction, Owner has not since the date hereof taken, and shall not take, any action other than actions in the ordinary course consistent with past practice to increase current assets or reduce current liabilities, including by increasing long-term liabilities, decreasing long-term assets, changing reserves or otherwise. The Operating Partnership agrees and acknowledges that none of the Excluded Assets, nor any right, title or interest of Owner or any Participant therein, shall be deemed to constitute a part of the assets and liabilities contributed to the Operating Partnership, and that such assets and liabilities will be retained by Owner at the Closing. The Operating Partnership agrees and acknowledges that Owner must transfer or distribute the Excluded Assets to its Participants at any time and from time to time prior to or after the Closing and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other documents contemplated hereby; provided, that to the extent such distributions occur after Closing and Helmsley is no longer a Participant in Owner, any distributions in respect of Participation Interests in Owner contributed, directly or indirectly, by all any Helmsley entity to the Operating Partnership or its designee as contemplated hereby shall be assigned to such Helmsley entity or its designee. (iii) The Option may be exercised during a term (the “Option Term”) which shall commence on the date of Conclusion and expire on the Parties hereto later of ("Cash Consideration"1) twelve months after the effective date of notice (as determined in accordance with Section 9 hereof) from Owner to the Operating Partnership that the Conclusion has occurred (the “Conclusion Notice”), which notice must be sent within 5 Business Days after the Conclusion, and (ii2) *** shares six months after completion of Class A Common Stock issued at an agreed upon the Valuation, which completion shall be not later than six months after the date of such notice; provided, however, that the Option Term shall in no event continue past the earlier of the seventh anniversary of the closing of the IPO and the date on which the Consolidation Transaction is abandoned pursuant to a determination of the pricing committee as described in the Consent Solicitation. Exercise of the Option shall be effected by notice (the “Exercise Notice”) from the Operating Partnership to Owner provided in accordance with Section 9 hereof, provided such notice is given prior to the expiration of the Option Term, time being of the essence. Any such exercise must be approved by a majority of the Independent Directors. (iv) Except with respect to Sections 7, 15, 17, 18 and 19, which shall survive any termination of this Agreement, this Agreement shall terminate and be of no further effect, and the Option Term shall expire, if the Requisite Consent (as defined below) of the Participants in Owner to approve this Agreement has not been received on or prior to the closing of the IPO. (i) The dollar value of $1.00 per share the consideration to be paid by the Operating Partnership for the Assets ("Equity “Consideration"”) shall be determined as follows: (A) Promptly upon delivery of the Exercise Notice, Owner and the Operating Partnership shall commence the process for determining the value of the Consideration (the “Valuation”) in accordance with Exhibit A hereto and this Section 2(b), the provisions of which shall govern the Valuation to determine the Consideration; provided, however, that if the Option is exercised prior to the IPO, then (in lieu of the Valuation) the Consideration shall be issued upon being "earned"Owner’s “Value” calculated in the manner set forth on Schedule 2(b)(i)(A) hereto in accordance with the appraisal of Duff & Xxxxxx LLC as described in the Consent Solicitations. The Option hereunder shall remain in force, regardless of how high or low a Consideration is thereby determined. Contemporaneous with the commencement of the Valuation, Owner shall give the Operating Partnership a notice showing the names and allocable percentage interest in Owner held by each of its Non-Accredited Investors (the “Non-AI List”) and its Accredited Investors (the “AI List”). The AI List shall state the election made by each Participant of Owner that is an Accredited Investor in the applicable Consent Solicitation for each Market shall not be determined the Consideration to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. Ifpaid in OP Units or Common Stock; provided, however, FCC Licenses have been granted that the form of Consideration payable to HITN covering fifty percent Owner and distributed to Participants in Owner shall be as provided in Section 3(a). (50%B) At any time when the Conclusion has occurred or more of is reasonably anticipated and subject to the CPOPs listed on Annex I ("50% Grant"first proviso in Section 2(b)(i)(A), then Option Consideration for all of Owner and the Markets shall be deemed "earned". To Operating Partnership may engage in negotiations to agree mutually on the extent the Option Consideration has not been "earned"Consideration, then it being understood that such Option Consideration agreement shall be subject to refund the approval of both Malkin (as provided defined below) and Helmsley on behalf of Owner. If at any time Owner and the Operating Partnership shall agree upon the Consideration and other terms of sale of the Assets in Section 1.06a fully signed unconditional purchase agreement, they shall then jointly instruct the termination of any then pending Valuation process. (ii) The Appraiser designated by Owner pursuant to Exhibit A hereto (“Owner’s Appraiser”) shall be selected jointly by PLM and AEM or their survivor (“Malkin”) so long as such designee meets the qualifications described in Section (b) At of Exhibit A hereto and receives the time prior written approval of Helmsley, not to be unreasonably withheld or delayed; provided, however, that HITN provides no Helmsley approval shall be required if the Option NoticeAppraiser selected by Malkin is one of the firms listed on Exhibit B hereto or any successor to such firms, HITN it being understood that any Malkin designation of CB Xxxxxxx Xxxxx as Appraiser shall also be effective only if permitting CB Xxxxxxx Xxxxx to continue to serve as Helmsley’s adviser in respect of the Consolidation Transaction on terms acceptable to Helmsley. The Supervisor may provide Clearwire with a information on behalf of Owner to Owner’s Appraiser, provided that such information shall be limited to (x) historical financial and operating information and reports, signed leases and contracts, and real estate tax records, and (y) subject to Helmsley’s prior written notice of its election as approval, third party reports relating to have the Option Consideration Property which were generated prior to the Conclusion, the then current year’s operating and capital budgets for the applicable Market(sAssets, any information provided to Duff & Xxxxxx, LLC in connection with its valuation and allocation report and its fairness opinion prepared for the Consent Solicitations and other information relating to the Property from the files of Owner, the Supervisor and its managing agent. All such information provided by the Supervisor to Owner’s Appraiser shall be shared contemporaneously with Helmsley; provided that any materials provided pursuant to clause (y) shall be provided first to which Helmsley in connection with obtaining its approval. In any event, the Option Notice applies as set forth Appraisers shall be given a copy of this Agreement. (iii) Each of Owner and the Operating Partnership shall refrain from communication with the involved professionals at the other’s Appraiser. AEM shall recuse himself from acting on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion behalf of the Cash Consideration to Operating Partnership or the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided Company in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNany negotiation and Valuation process.

OPTION CONSIDERATION. (a) Clearwire In consideration for the Purchase Option, and as an initial deposit for the purchase of the Station Assets, Buyer shall pay to HITN Seller, within one business day after the sum date hereof, (i) by wire transfer of the amounts listed beside each Market on Annex I heretoimmediately available funds to an account designated by Seller, totaling an aggregate of *** $50,000 (the "Option Consideration") of which (i) *** shall be advanced to HITN within twenty four (24) hours following the execution of this Agreement by all of the Parties hereto ("Cash ConsiderationPayment"), and (ii) *** shares by wire transfer of Class A Common Stock issued at immediately available funds to an agreed upon value account designated by Jxxx Xxxxxx & Co., LLC, acting as Escrow Agent, $200,000 (the "Initial Deposit"), for a total of $1.00 per share ("Equity Consideration") which 250,000. The Escrow Deposit shall be issued upon being "earned"held pursuant to the terms of an Escrow Agreement, a copy of which is attached hereto as Exhibit B. In the event that Buyer does not exercise the Purchase Option within the Option Period, or in the event that Buyer notifies Seller that Buyer intends to terminate this Agreement without exercising the Purchase Option, Buyer shall forfeit, and Seller shall retain, the Option Payment, and shall within one business day execute escrow instructions instructing the Escrow Agent to refund the Initial Deposit, and any interest accrued thereon, to Buyer by wire transfer of immediately available funds to an account designated by Buyer. The Seller acknowledges and agrees that in such event, the retention of the Option Consideration Payment by Seller shall be Seller's sole and exclusive compensation for each Market Buyer's election not to exercise the Purchase Option, and that Seller shall not be determined entitled to be "earned" by HITN until the FCC grants the FCC License any other remedy of any kind, at law or in equity, for such Market to HITN pursuant to a Pending Applicationelection by Buyer. IfIn the event that Buyer does exercise the Purchase Option, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of Payment and the Markets Initial Deposit shall be deemed "earned". To applied towards the extent the Option Consideration has not been "earned", then such Option Consideration shall be subject to refund as provided in Section 1.06. (b) At the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies Purchase Price as set forth on Annex I be in the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion of the Cash Consideration to the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNAsset Purchase Agreement.

OPTION CONSIDERATION. (a) Clearwire shall pay to HITN the sum of the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option Consideration") of which (i) *** Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein. (ii) Notwithstanding the foregoing, the parties expressly acknowledge and agree that all assets and properties of Owner set forth on Schedule 2(a)(ii) shall be advanced deemed “Excluded Assets” and not be contributed, transferred, assigned, conveyed or delivered to HITN within twenty four the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto. On or prior to the Closing, Owner must distribute to its Participants all of its cash (24excluding from distributable cash (a) hours following any reserves on deposit with lenders for escrow accounts, (b) amounts attributable to prepayments of more than thirty-five (35) days of rent, management fees, other income streams or expense reimbursements, (c) amounts held by Owner as security deposits or amounts otherwise required to be reserved by Owner pursuant to existing agreements with third parties and (d) cash in addition to the execution foregoing, if any, required to maintain a normalized level (as determined in good faith by the Supervisor, or any successor thereto) of Net Working Capital of Owner (determined based on the most recent quarterly financial statement of Owner)) to its Participants in accordance with the provisions of the applicable organizational documents of Owner (such assets being deemed part of the definition of “Excluded Assets”); provided, however, that other than the distributions by Owner and actions taken in connection with the Consolidation Transaction, Owner has not since the date hereof taken, and shall not take, any action other than actions in the ordinary course consistent with past practice to increase current assets or reduce current liabilities, including by increasing long-term liabilities, decreasing long-term assets, changing reserves or otherwise. The Operating Partnership agrees and acknowledges that none of the Excluded Assets, nor any right, title or interest of Owner or any Participant therein, shall be deemed to constitute a part of the assets and liabilities contributed to the Operating Partnership, and that such assets and liabilities will be retained by Owner at the Closing. The Operating Partnership agrees and acknowledges that Owner must transfer or distribute the Excluded Assets to its Participants at any time and from time to time prior to or after the Closing and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other documents contemplated hereby; provided, that to the extent such distributions occur after Closing and Helmsley is no longer a Participant in Owner, any distributions in respect of Participation Interests in Owner contributed, directly or indirectly, by all any Helmsley entity to the Operating Partnership or its designee as contemplated hereby shall be assigned to such Helmsley entity or its designee. (iii) The Option may be exercised during a term (the “Option Term”) which shall commence on the date of Conclusion and expire on the Parties hereto later of ("Cash Consideration"1) twelve months after the effective date of notice (as determined in accordance with Section 9 hereof) from Owner to the Operating Partnership that the Conclusion has occurred (the “Conclusion Notice”), which notice must be sent within 5 Business Days after the Conclusion, and (ii2) *** shares six months after completion of Class A Common Stock issued at an agreed upon the Valuation, which completion shall be not later than six months after the date of such notice; provided, however, that the Option Term shall in no event continue past the earlier of the seventh anniversary of the closing of the IPO and the date on which the Consolidation Transaction is abandoned pursuant to a determination of the pricing committee as described in the Consent Solicitation. Exercise of the Option shall be effected by notice (the “Exercise Notice”) from the Operating Partnership to Owner provided in accordance with Section 9 hereof, provided such notice is given prior to the expiration of the Option Term, time being of the essence. Any such exercise must be approved by a majority of the Independent Directors. (iv) Except with respect to Sections 7, 15, 17, 18 and 19, which shall survive any termination of this Agreement, this Agreement shall terminate and be of no further effect, and the Option Term shall expire, if the Requisite Consent (as defined below) of the Participants in Owner to approve this Agreement has not been received on or prior to the closing of the IPO. (i) The dollar value of $1.00 per share the consideration to be paid by the Operating Partnership for the Assets ("Equity “Consideration"”) shall be determined as follows: (A) Promptly upon delivery of the Exercise Notice, Owner and the Operating Partnership shall commence the process for determining the value of the Consideration (the “Valuation”) in accordance with Exhibit A hereto and this Section 2(b), the provisions of which shall govern the Valuation to determine the Consideration; provided, however, that if the Option is exercised prior to the IPO, then (in lieu of the Valuation) the Consideration shall be issued upon being "earned"Owner’s “Value” calculated in the manner set forth on Schedule 2(b)(i)(A) hereto in accordance with the appraisal of Duff & Xxxxxx LLC as described in the Consent Solicitations. The Option hereunder shall remain in force, regardless of how high or low a Consideration is thereby determined. Contemporaneous with the commencement of the Valuation, Owner shall give the Operating Partnership a notice showing the names and allocable percentage interest in Owner held by each of its Non-Accredited Investors (the “Non-AI List”) and its Accredited Investors (the “AI List”). The AI List shall state the election made by each Participant of Owner that is an Accredited Investor in the applicable Consent Solicitation for each Market shall not be determined the Consideration to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. Ifpaid in OP Units or Common Stock; provided, however, FCC Licenses have been granted that the form of Consideration payable to HITN covering fifty percent Owner and distributed to Participants in Owner shall be as provided in Section 3(a). (50%B) At any time when the Conclusion has occurred or more of is reasonably anticipated and subject to the CPOPs listed on Annex I ("50% Grant"first proviso in Section 2(b)(i)(A), then Option Consideration for all of Owner and the Markets shall be deemed "earned". To Operating Partnership may engage in negotiations to agree mutually on the extent the Option Consideration has not been "earned"Consideration, then it being understood that such Option Consideration agreement shall be subject to refund the approval of both Malkin (as provided defined below) and Helmsley on behalf of Owner. If at any time Owner and the Operating Partnership shall agree upon the Consideration and other terms of sale of the Assets in Section 1.06a fully signed unconditional purchase agreement, they shall then jointly instruct the termination of any then pending Valuation process. (ii) The Appraiser designated by Owner pursuant to Exhibit A hereto (“Owner’s Appraiser”) shall be selected jointly by PLM and AEM or their survivor (“Malkin”) so long as such designee meets the qualifications described in Section (b) At of Exhibit A hereto and receives the time prior written approval of Helmsley, not to be unreasonably withheld or delayed; provided, however, that HITN provides no Helmsley approval shall be required if the Option NoticeAppraiser selected by Malkin is one of the firms listed on Exhibit B hereto or any successor to such firms, HITN it being understood that any Malkin designation of CB Xxxxxxx Xxxxx as Appraiser shall also be effective only if permitting CB Xxxxxxx Xxxxx to continue to serve as Helmsley’s adviser in respect of the Consolidation Transaction on terms acceptable to Helmsley. The Supervisor may provide Clearwire with a information on behalf of Owner to Owner’s Appraiser, provided that such information shall be limited to (x) historical financial and operating information and reports, signed leases and contracts, and real estate tax records, and (y) subject to Helmsley’s prior written notice of its election as approval, third party reports relating to have the Option Consideration Property which were generated prior to the Conclusion, the then current year’s operating and capital budgets for the applicable Market(sAssets, any information provided to Duff & Xxxxxx, LLC in connection with its valuation and allocation report and its fairness opinion prepared for the Consent Solicitations and other information relating to the Property from the files of Owner, the Supervisor and its managing agent. All such information provided by the Supervisor to Owner’s Appraiser shall be shared contemporaneously with Helmsley; provided that any materials provided pursuant to clause (y) shall be provided first to which Helmsley in connection with obtaining its approval. In any event, the Option Notice applies as set forth Appraisers shall be given a copy of this Agreement. (iii) Each of Owner and the Operating Partnership shall refrain from communication with the involved professionals at the other’s Appraiser. AEM shall recuse himself from acting on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion behalf of the Cash Consideration to Operating Partnership or the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided Company in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNany negotiation and Valuation process.

OPTION CONSIDERATION. (a) Clearwire shall Optionee agrees to pay to HITN the sum of the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** Optionor option consideration (the "“Option Consideration"”), as follows. No later than 5:00 p.m. Pacific Time on the day that is three (3) of which (i) *** shall be advanced to HITN within twenty four (24) hours following business days after the execution of this Agreement by all Optionee and Optionor, Optionee shall deposit with Escrow Holder (as hereinafter defined) a sum equal to One Million Dollars ($1,000,000.00) in immediately available funds (the “Deposit”). A portion of the Parties Deposit shall be immediately released to Optionor that is equal to the portion of verifiable expenses incurred by Optionor as described in Exhibit B-1 hereto ("Cash Consideration"the “Initial Disbursement”), which the parties agree Optionee would have otherwise been required to spend in its due diligence. The balance of the Deposit shall be used, in whole or in part, to reimburse Optionor and Optionee for all costs (collectively, “Entitlement Costs”) related to the Entitlements (defined below) incurred after July 15, 2011 and prior to Closing or the earlier termination of this Agreement, as initially detailed in Exhibit B hereto, subject to modification or additions agreed to by Optionee and Optionor in writing after the date of this Agreement, which agreement shall not be unreasonably withheld or delayed by either party; provided, that notwithstanding the foregoing, Optionee may withhold its consent in its sole and absolute discretion with respect to any such subsequent modifications or additions requested by Optionor where such request would result in additional subsequent disbursements in excess of $50,000 for all such additional subsequent disbursements requested by and/or made to Optionor. Such subsequent reimbursement for Entitlement Costs (each a “Subsequent Disbursement” and collectively the “Subsequent Disbursements”), which shall be for vendors and amounts specifically identified in Exhibit B hereto or otherwise agreed to in writing by the parties under the approval standard provided in the immediately preceding sentence, shall occur no less frequently than monthly following the Effective Date, within 10 days of submission of invoices to Escrow Holder, provided that (i) contracts with each such vendor shall either be jointly entered into by Optionor and Optionee, or else, in case of any contract entered into solely by Optionee and any such vendor, shall provide that Optionor is an intended third party beneficiary of such contract, as a condition to any Subsequent Disbursement with respect to such contract; (ii) a copy of each such invoice, together with evidence of payment, shall be submitted by the submitting party (the “Submitting Party”) to the other party hereto (the “Non-Submitting Party”), simultaneously with the submission of such invoice to Escrow Holder, and (iiiii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which shall be issued upon being "earned". The Option Consideration for each Market shall not be determined to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. If, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of the Markets invoice shall be deemed "earned"approved by the Non-Submitting Party and reimbursed to the Submitting Party within 10 days of submission unless, prior to the end of such 10-day period, the Non-Submitting Party notifies both the Submitting Party and Escrow Holder that said invoice is not to be reimbursed (an “Invoice Disapproval”). To The parties agree that neither party may exercise an Invoice Disapproval unless the extent invoice in question is not entitled to be reimbursed under the Option Consideration has not been "earned"terms of this Article 2, then and in the event of any Invoice Disapproval, the parties agree to cooperate expeditiously and in good faith to determine whether such Option Consideration Invoice Disapproval was justified. If Optionee fails to make the Deposit as and when required hereunder, this Agreement shall automatically terminate without notice, and neither party shall have any further rights, duties or obligations under this Agreement or with respect to the Property, except as otherwise specifically set forth in this Agreement. Optionor and Optionee hereby instruct Escrow Holder to place the Deposit in an interest bearing account, with all interest thereon to be subject considered a part of the Deposit (other than the portion of the Deposit that is released as an Initial Disbursement or a Subsequent Disbursement, if any). Escrow Holder is hereby irrevocably authorized and instructed by the parties as follows: (a) to refund as provided in Section 1.06. release the entire amount of the Initial Disbursement to Optionor, immediately after receipt of the Deposit; and (b) At to make each subsequent disbursement to Optionor and Optionee on a monthly basis within 10 days of submission of invoices to Escrow Holder, subject to the time that HITN provides requirements described above. Subject to Subsequent Disbursements to be made to Optionee from the Deposit as provided above, and except where escrow fails to close due to a default by Optionor under this Agreement or as otherwise specifically provided in this Agreement, both of the following shall apply: (1) the Initial Disbursement shall constitute Option Consideration and shall be deemed nonrefundable to Optionee as of the Effective Date, and (2) the remainder of the Deposit shall constitute additional Option Consideration and shall be deemed nonrefundable to Optionee upon the giving of the Approval Notice. Provided the Option Noticeis exercised in accordance with Article 1 above, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies as set forth on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a any remaining portion of the Cash Consideration to Deposit and accrued interest shall be applied toward the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided Purchase Price at the Closing (hereinafter defined in Section 1.06. If HITN elects to apply all or a portion 8.1), but in no event shall the amount of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion Initial Disbursement or any of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for Subsequent Disbursements be so applied toward the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNPurchase Price.

OPTION CONSIDERATION. The consideration for the option to acquire the -------------------- Option Shares granted pursuant to Paragraph 2, above, shall be Three Million Five Hundred Seventy-six Thousand Dollars (a$3,576,000), of which One Million Seventy-six Thousand Dollars ($1,076,000) Clearwire shall pay be payable in cash at the First Closing, and the remaining Two Million Five Hundred Thousand Dollars ($2,500,000) shall be payable in cash at the Second Closing (as defined in Paragraph 14, below). The payment of this option consideration shall be made to HITN Xxxx, who shall be responsible for distributing such cash to any Remaining Shareholders in accordance with Xxxx'x agreement or understanding with such Remaining Shareholders. The Remaining Shareholders acknowledge and agree that the sum payment of the amounts listed beside option consideration to Xxxx hereunder shall constitute full performance of ZiLOG's obligation to deliver such option consideration. Each Remaining Shareholder acknowledges that they have a previous agreement or understanding with Xxxx concerning the disposition of this option consideration, and, upon ZiLOG paying the option consideration to Xxxx, each Market on Annex I heretoRemaining Shareholder agrees to hold ZiLOG harmless from and against any and all claims, totaling an aggregate liabilities, causes of *** (action or damages any of them may have or incur as a result of ZiLOG paying such option consideration to Xxxx. In addition to the "Option Consideration") foregoing, the option consideration includes the Initial Stock Acquisition referenced in Paragraph 1, above, and other valuable consideration, the receipt of which (i) *** is hereby acknowledged by Xxxx and the Remaining Shareholders. Xxxx and the Remaining Shareholders acknowledge that the provision of funds by ZiLOG to allow Xxxx and/or the Remaining Shareholders to acquire the shares of stock from DII and/or Flextronics will confer additional valuable benefit to each of them, and they acknowledge that the granting of the options to acquire the Option Shares is a material and substantial consideration for ZiLOG agreeing to the Initial Stock Acquisition hereunder. In the event the option to acquire the shares is exercised, then the option consideration shall be advanced to HITN within twenty four applied towards the Purchase Price (24) hours following as defined in Paragraph 5, below). In the execution of this Agreement by all of event the Parties hereto ("Cash Consideration")option is not exercised, and (ii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which then the option consideration shall be issued upon being "earned". The Option Consideration for each Market shall not be determined to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. If, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of the Markets shall be deemed "earned". To the extent the Option Consideration has not been "earned", then such Option Consideration shall be subject to refund as provided in Section 1.06considered nonrefundable. (b) At the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies as set forth on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion of the Cash Consideration to the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITN.

OPTION CONSIDERATION. As promptly as reasonably practicable following the Effective Time, and in any event not later than the second business day thereafter, Parent shall transfer, or cause to be transferred, to the account designated by the applicable Option Trustee, in cooperation with any plan administrator under the applicable stock option or stock appreciation rights plan of the Company, the aggregate Option Consideration that holders of Options or Stock Appreciation Rights (aincluding vested and unvested In the Money Options that are Company 102 Securities) Clearwire are entitled to receive pursuant to Section 2.3(a); provided, that in lieu of making such deposit, Parent may elect to pay such Option Consideration directly to such holders through the Surviving Corporation’s or its applicable Subsidiaries’ ordinary payroll mechanisms or through some other payment procedure, unless such payment mechanism will result in the loss of a Tax benefit otherwise available to the applicable Option or Stock Appreciation Right holder or is prohibited by the terms of the applicable Company Stock Plan or applicable Law. As soon as reasonably practicable thereafter (and except to the extent Parent elects to make such payments directly as contemplated by the preceding provision), the Option Trustee, in coordination with the applicable plan administrator, shall pay to HITN the sum each holder of Options or Stock Appreciation Rights (other than holders of Company 102 Securities) the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option Consideration") of which (i) *** shall be advanced to HITN within twenty four (24) hours following the execution of this Agreement contemplated by all of the Parties hereto ("Cash Consideration"Section 2.3(a), without interest and (ii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which shall be issued upon being "earned"less applicable deductions and withholding for Tax. The Option Consideration for each Market shall not be determined All payments with respect to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. IfCompany 102 Securities, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of the Markets shall be deemed "earned". To the extent the Option Consideration has not been "earned", then such Option Consideration shall be subject to refund as provided in Section 1.06. (b) At the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies as set forth on Annex I Section 3.2(a) of the Company Disclosure Schedule (the “Option Schedule”), shall be the Cash Consideration and/or the Equity Considerationdelivered, or a combination of Cash Consideration caused to be delivered, by Parent to the 102 Trustee, as soon as reasonably practicable after the Effective Time (but not later than the second business day thereafter), to be held and Equity Consideration. If HITN elects distributed pursuant to apply a portion the agreement with the 102 Trustee, the terms of the Cash Consideration to respective Company Stock Plan governing the applicable Option Consideration for such Market, then such amount shall no longer be subject to refund as provided in or Stock Appreciation Right and applicable Laws (including the provisions of Section 1.06. If HITN elects to apply all or a portion 102 of the Equity Consideration Ordinance and the rules and regulations promulgated thereunder). The 102 Trustee shall comply with any applicable Israeli Tax withholding requirements with respect to payments in respect of Company 102 Securities and with any procedures required by the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for exampleOptions Tax Ruling, if HITN elects obtained. Any amounts deposited with the 102 Trustee that are not needed for payment to receive Equity Consideration holders of Options or Stock Appreciation Right or for Taxes shall be returned to Parent or the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNSurviving Corporation.

OPTION CONSIDERATION. (a) Clearwire shall pay to HITN the sum of the amounts listed beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option Consideration") of which (i) *** shall be advanced to HITN within twenty four (24) hours following Simultaneous with the execution of this Agreement by Option to Purchase, Tenant/Buyer has paid the sum of Dollars ($ ) as a non-refundable option fee. In addition to this cash payment, the Tenant/Xxxxx agrees to make, to the owner's reasonable satisfaction, any and all repairs or improvements to the property as part of the Parties hereto ("Cash Consideration"), option consideration. All labor and (ii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which materials necessary to complete the above repairs and improvements shall be issued upon being "earned"at the expense of the Tenant/Buyer. The Option Consideration Owner reserves the right to approve materials for each Market inclusion in the property. Tenant/Buyer will pick-up or arrange for delivery of said materials. All materials attached to the property shall become part of the property and shall not be determined removed by the Tenant/Buyer whether paid for by the Tenant/Buyer or by the Owner. This option consideration, when paid and completed, gives the Tenant/Buyer the right and option to purchase the property within the option period as outlined in clause (2) above, in accordance with the provisions of this agreement. When option fee is paid and the above-listed improvements are fully completed, an amount equal to dollars ($ ) shall be "earned" by HITN until credited against the FCC grants purchase price of the FCC License for such Market property if the Tenant/Buyer elects to HITN pursuant to a Pending Application. If, exercise the option and purchase the property; however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more no part of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration option fee nor Tenant/Buyer's expenses for all of the Markets materials or labor shall be deemed "earned". To refundable in the extent event that the Tenant/Buyer elects not to exercise the Option Consideration to Purchase. Work or repairs undertaken by the Tenant will be undertaken only if the Tenant is competent and qualified to perform said repairs. Tenant will be responsible to assure that all work is performed in a safe manner consistent with applicable codes and ordinances, whether by the Tenant or by persons hired by or otherwise authorized by the Tenant. Xxxxxx further agrees that any person or persons performing work will be responsible for obtaining insurance. Tenant will hold the Owner and the Owner's agents free from harm, litigation, and/or claims from any and all persons arising from work or repairs performed on the premises. Tenant/buyer has not been "earned", then such Option Consideration shall be subject to refund as provided in Section 1.06. (b) At given the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as opportunity to have the Option Consideration for property inspected and by signing this agreement, agrees to accept the applicable Market(s) to which the Option Notice applies as set forth on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion of the Cash Consideration to the Option Consideration for such Market, then such amount shall no longer be subject to refund as provided property in Section 1.06. If HITN elects to apply all or a portion of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITN“as-is” condition.

OPTION CONSIDERATION. 1.1 Seller and BDA hereby grant to Purchaser, its successors and assigns, and Purchaser hereby accepts from Seller and BDA, subject to and upon the terms and conditions set forth in this Agreement, the exclusive right and option to purchase the Property (a) Clearwire shall pay the “Option”). 1.2 Purchaser does hereby deliver to HITN the sum Seller and BDA in consideration of the amounts listed beside each Market Option $100.00, the receipt and sufficiency of which are hereby acknowledged. 1.3 The Option may be exercised by Purchaser at any time on Annex I heretoor prior to 11:59 p.m. on the last day of the Feasibility Study Period by giving written notice thereof in accordance with Article XV hereof except that notice shall be deemed to have been given when sent if delivered by facsimile or electronic transmission or when delivered to the delivery service if sent by next day guaranteed delivery service. 1.4 If Purchaser shall exercise the Option, totaling contemporaneously with the conveyance by the Seller and BDA to the Purchaser of the Property Purchaser shall enter into an aggregate inducement agreement with Seller (in form mutually satisfactory to Seller and Purchaser) providing for, among other things: the establishment by Purchaser on the Property of *** a commercial bakery and other improvements related thereto including production, storage, distribution, and office facilities (the "Option Consideration") “Project”); Purchaser’s commitment to invest therein not less than $12,000,000 in capital expenditures within two years of which the date of the Closing and an additional $5,000,000 on or before December 31, 2012, to employ thereat not less than 300 full-time employees by December 31, 2010, and not less than 500 full-time employees by the expiration of the seven-year period ending December 31, 2012, and to pay wages to Purchaser’s employees as prescribed in the hereinafter defined Inducement Agreement (i) *** shall be advanced to HITN within twenty four (24) hours following the execution of this Agreement by all of the Parties hereto ("Cash Consideration"foregoing activities of the Purchaser shall hereinafter be referred to as “Purchaser’s Obligations”), and (ii) *** shares of Class A Common Stock issued at an agreed upon value of $1.00 per share ("Equity Consideration") which shall be issued upon being "earned". The Option Consideration for each Market shall not be determined to be "earned" by HITN until the FCC grants the FCC License for such Market to HITN pursuant to a Pending Application. If, however, FCC Licenses have been granted to HITN covering fifty percent (50%) or more Purchaser’s performance of the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of the Markets shall be deemed "earned". To the extent the Option Consideration has not been "earned", then such Option Consideration Purchaser’s Obligations shall be subject to refund as provided in Section 1.06. satisfaction by Seller and the City of Rocky Mount (b“City”) At the time that HITN provides the Option Notice, HITN shall also provide Clearwire with a written notice of its election as to have the Option Consideration for the applicable Market(s) to which the Option Notice applies as set forth on Annex I be the Cash Consideration and/or the Equity Consideration, or a combination of Cash Consideration and Equity Consideration. If HITN elects to apply a portion of the Cash Consideration to terms and conditions contained in the Option Consideration for such MarketEconomic Development Annex (“Annex”) attached hereto and incorporated herein by this reference and satisfaction by Seller or the City, then such amount shall no longer be subject to refund as provided in Section 1.06. If HITN elects to apply all or a portion the case may be, of the Equity Consideration to the Option Consideration for such Market, then Clearwire shall issue that number of shares equal to that portion of the Option Consideration for such Market as elected Site Requirements and other conditions listed on Exhibit B attached hereto and incorporated herein by HITN at a value of $1.00 per shares (for example, if HITN elects to receive Equity Consideration for the Alamosa, CO market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN for such Market). At such time as the 50% Grant shall have occurred, then Clearwire shall issue the remaining Equity Consideration, if any, to HITNthis reference.