Common use of Surrender and Payment Clause in Contracts

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

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

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

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, CME shall appoint an exchange agent (who shall be the same exchange agent as contemplated in the GFI Merger Agreement or such other exchange agent reasonably acceptable to New JPI) (the "Exchange Agent Agent") for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital New JPI Common Stock at as of the Effective Time Time, whose shares of New JPI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7 (Effect on Capital Stock), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent. ) in substantially the same form as the letter of transmittal contemplated in the GFI Merger Agreement or otherwise in such form as New JPI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (bor effective affidavits of loss in lieu thereof) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting exchange for the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder Consideration. At or is otherwise required under applicable Law. As a result of the Merger, at prior to the Effective Time, all shares of Clearwire Capital Stock will cease CME shall cause to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights deposited with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective TimeAgent, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect benefit of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCoNew JPI Common Stock, on demand. Any holder who has not exchanged shares of Clearwire CME Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.7 (Effect on Capital Stock for the Merger Consideration in accordance with this Stock) and Section 2.6 before that date will look only to NewCo for payment 2.5 (No Fractional Shares), payable upon due surrender of the Merger ConsiderationCertificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and this Article II. Following the Effective Time, and CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f) (Dividends and Distributions). All cash and book-entry shares representing CME Class A Common Stock deposited with respect the Exchange Agent shall be referred to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.this Agreement as the

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

Surrender and Payment. (a) Clearwire has appointed Upon surrender to Purchaser by each of the Exchange Agent for Shareholders of all of the purpose Certificates representing shares of exchanging Stock owned of record by such Shareholder immediately prior to the Merger Consideration for: Effective Time (or an affidavit declaring such Certificates lost or stolen in a form reasonably acceptable to Purchaser and an indemnity bond issued by a commercial surety company in a form and amount reasonably acceptable to Purchaser): (i) certificates representing shares Purchaser will deliver to each Shareholder on behalf of Clearwire Capital the Surviving Corporation an amount in cash equal to the Initial Percentage of the Per Share Merger Consideration with respect to each share of Stock (the “Certificates”) or represented by such Shareholder's Certificates and (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo Parent will send, or will cause the Exchange Agent to send, deliver to each holder Shareholder on behalf of shares the Surviving Corporation a promissory note in the form of Clearwire Capital Stock at Exhibit D. Each of the Effective Time a letter of transmittal Xxxxxx Trusts expressly acknowledges and instructions that will specify agrees that the delivery will amount of cash delivered pursuant to this Section 2.3(a) shall be effected, and risk of loss and title will pass, only on proper delivery less than the Initial Percentage of the Certificates or transfer Per Share Merger Consideration (if the CompressAR Net Assets are purchased by Newco) in order to reflect the payment for the CompressAR Net Assets pursuant to Section 7.12. Each of the Uncertificated Shares Semlers, the Xxxxxx Trusts, Parent and Purchaser expressly acknowledges and agrees that the full amount of the Shareholder Indebtedness shall be satisfied in full through offset of the amounts payable under the promissory notes issuable to each of the Exchange AgentXxxxxx Trusts pursuant to this Section 2.3(a) for each promissory note in an amount equal to fifty percent (50%) of the full amount of the Shareholder Indebtedness. (b) Each holder of shares of Clearwire Capital Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at After the Effective Time, each Certificate shall, until surrendered, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Per Share Merger Consideration payable in respect of the Clearwire Capital Stockas provided herein. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockStock outstanding prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares certificates representing shares of Stock are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Per Share Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, forth in this Article 2II. (ed) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Surviving Corporation that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve six (6) months after the Closing Date will be returned to NewCoEffective Time shall remain with the Surviving Corporation, on demand. Any and any such holder who has not exchanged his shares of Clearwire Capital Stock for the Per Share Merger Consideration in accordance with this Section 2.6 before Article II prior to that date will time shall thereafter look only to NewCo the Surviving Corporation for payment of the Per Share Merger Consideration in respect of his shares, and the Surviving Corporation shall be obligated to pay such Per Share Merger Consideration, and any dividends and distributions with respect but such holder shall have no greater right against the Surviving Corporation than may be accorded to general creditors under applicable law. Notwithstanding the Merger Considerationforegoing, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will Surviving Corporation shall not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly amount paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawsproperty laws. Any amounts portion of the funds remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, as of a date which is immediately before the prior to such time when the amounts as such portion would otherwise escheat to or become property of any Governmental Authority) will becomegovernmental entity shall, to the extent permitted by applicable Lawlaw, become the property of NewCo, the Surviving Corporation free and clear of any claims claim or interest of any Person person previously entitled thereto. (e) On the Final Payment Date, Parent shall deposit with the Surviving Corporation an amount of cash sufficient to pay in full the promissory notes delivered to the Shareholders pursuant to Section 2.3(a) and amounts for the initial cash payment for shares of Stock not tendered as of the Final Payment Date, if any. Surviving Corporation shall, for a period of six months following the Closing Date, or until such time as all promissory notes issued hereunder have been fully paid and retired, maintain sufficient working capital to pay the aggregate sum due and owing under all outstanding promissory notes issued hereunder.

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

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, CME shall appoint an exchange agent (who shall be the same exchange agent as contemplated in the GFI Merger Agreement or such other exchange agent reasonably acceptable to New JPI) (the “Exchange Agent Agent”) for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital New JPI Common Stock at as of the Effective Time Time, whose shares of New JPI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7 (Effect on Capital Stock), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Exchange Agent) in substantially the same form as the letter of transmittal contemplated in the GFI Merger Agreement or otherwise in such form as New JPI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. At or prior to the Effective Time, CME shall cause to be deposited with the Exchange Agent, for the benefit of the Uncertificated Shares holders of shares of New JPI Common Stock, shares of CME Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.7 (Effect on Capital Stock) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and this Article II. Following the Effective Time, CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f) (Dividends and Distributions). All cash and book-entry shares representing CME Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall deliver the Merger Consideration contemplated to be issued pursuant to Section 1.7 (Effect on Capital Stock) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME in short-term direct obligations of the U.S. or short-term obligations for which the full faith and credit of the U.S. is pledged to provide for payment of all principal and interest (or funds that invest in such obligations); provided that no gain or loss thereon shall affect the amounts payable to the holders of New JPI Common Stock pursuant to this Agreement. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, CME shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be the property of, and paid to, CME. CME shall be responsible for all fees and expenses of the Exchange Agent. (b) Each holder of shares of Clearwire Capital New JPI Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent (or other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The in exchange therefor (i) the number of shares of CME Class A Common Stock constituting the Merger Consideration will (which shall be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested requested) representing, in the aggregate, the whole number of shares of CME Class A Common Stock, if any, that such holder has the right to receive and/or (ii) a check in the amount, if any, that such holder has the right to receive, including cash payable in lieu of fractional shares pursuant to Section 2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section 2.1(f) (Dividends and Distributions) (less any required Tax withholding), in each case pursuant to Section 1.7 (Effect on Capital Stock) and this Article II. The Merger Consideration shall be paid as promptly as practicable after receipt by the holder or is otherwise required under applicable Law. As a result Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, at cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive such Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions. Notwithstanding the foregoing, any Merger Consideration payable to be subject to the Pledge Agreement shall be issued and registered as provided in respect of the Clearwire Capital StockPledge Agreement. (c) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital New JPI Common Stock. From and after the Effective Time, the holders of Certificates representing shares of New JPI Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of New JPI Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or CME, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in Article I and this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital New JPI Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoCME, on demand. Any and any such holder who has not exchanged his or her shares of Clearwire Capital New JPI Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.1 prior to that date will time shall thereafter look only to NewCo CME, and CME shall remain liable, for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder’s shares without any interest thereonof New JPI Common Stock. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will not neither CME, Xxxxxx Xxx 0, Xxxxxx Xxx 0, XXX nor New JPI shall be liable to any holder of shares of Clearwire Capital New JPI Common Stock for any amounts properly paid Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions delivered to a public official under any Governmental Entity pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions remaining unclaimed by holders of shares of Clearwire Capital New JPI Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become the property of any Governmental Authority) will becomeEntity shall, to the extent permitted by applicable Law, become the property of NewCo, CME free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of CME Class A Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.1. Following such surrender, subject to the effect of escheat (in accordance with Section 2.1(e)), Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of CME Class A Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of CME Class A Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of CME Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of CME Class A Common Stock, all shares of CME Class A Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time. (g) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.1 to pay for shares of New JPI Common Stock for which appraisal rights shall have been perfected shall be returned to CME, upon demand.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Exchange Agent Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "EXCHANGE AGENT") for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Common Stock (the “Certificates”"CERTIFICATES") or (ii) uncertificated for the Merger Consideration, and Parent and Exchange Agent shall enter into an exchange agreement which shall, in form and substance, be reasonably acceptable to the Company. Prior to the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Clearwire Capital Stock Common Stock, cash sufficient to pay the aggregate Merger Consideration required to be paid for all of the Certificates at the Effective Time. Any cash deposited with the Exchange Agent shall not be used for any purpose other than as set forth in this Article 2 and shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation in: (A) direct obligations of, or obligations the “Uncertificated Shares”principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the acquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "UNITED STATES BANK"), (C) commercial paper issued by a domestic corporation and given a rating of no lower than A1 by Standard & Poor's Corporation and P1 by Xxxxx'x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (D) demand deposits with any United States Bank. Promptly The earnings and interest thereon shall be paid to Parent or as Parent directs. As soon as reasonably practicable (but not more than five Business Days) after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital Common Stock at the Effective Time Time, a letter of transmittal and instructions that will for use in effecting the surrender of a Certificate in exchange for payment of the applicable Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” transmittal and such other documents as may reasonably be required by the Exchange Agent (Agent, the applicable Merger Consideration in respect of the Common Stock represented by a Certificate. Such payment of the Merger Consideration, without any interest thereon, shall be sent to such holder of shares of Common Stock promptly after receipt of such Certificate and letter of transmittal and other documents by the Exchange Agent. Until so surrendered or other evidencetransferred, if any, of transfer as the Exchange Agent case may reasonably request) in the case of a book-entry transfer of Uncertificated Sharesbe, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at each such Certificate shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to deposited with the Exchange Agent under pursuant to Section 2.6(a2.05(a) that remains unclaimed by the holders of shares of Clearwire Capital Common Stock twelve six months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.05 prior to that date will time shall thereafter look only to NewCo Parent or the Surviving Corporation for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares Consideration without any interest thereon. Regardless Notwithstanding the foregoing, none of Parent, Merger Subsidiary, the preceding sentence, NewCo will not Company or the Exchange Agent shall be liable to any holder of shares of Clearwire Capital Common Stock for any amounts properly Merger Consideration paid to a public official under pursuant to any applicable abandoned property, escheat or similar Lawslaws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital Common Stock six five years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts any Merger Consideration would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCo, the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Common Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Company Common Stock (the “Uncertificated Shares”). Promptly (and in any event within five Business Days) after the Closing DateEffective Time, NewCo will Parent shall make available to the Exchange Agent, the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Promptly (and in any event within five Business Days) after the Effective Time, Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Common Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has Company Common Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Parent Common Stock constituting the included in such Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Company Common Stock or is otherwise required under applicable Applicable Law. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Considerationthereto, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Common Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, CME shall appoint an exchange agent reasonably acceptable to GFI (the “Exchange Agent Agent”) for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital GFI Common Stock at as of the Effective Time Time, whose shares of GFI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7 (Effect on Capital Stock), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as GFI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. At or prior to the Effective Time, CME shall cause to be deposited with the Exchange Agent, for the benefit of the Uncertificated Shares holders of shares of GFI Common Stock, shares of CME Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.7 (Effect on Capital Stock) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and this Article II. Following the Effective Time, CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f) (Dividends and Distributions). All cash and book-entry shares representing CME Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall deliver the Merger Consideration contemplated to be issued pursuant to Section 1.7 (Effect on Capital Stock) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME in short-term direct obligations of the U.S. or short-term obligations for which the full faith and credit of the U.S. is pledged to provide for payment of all principal and interest (or funds that invest in such obligations); provided that no gain or loss thereon shall affect the amounts payable to the holders of GFI Common Stock pursuant to this Agreement. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, CME shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be the property of, and paid to, CME. CME shall be responsible for all fees and expenses of the Exchange Agent. (b) Each holder of shares of Clearwire Capital GFI Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent (or other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The in exchange therefor (i) the number of shares of CME Class A Common Stock constituting the Merger Consideration will (which shall be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested requested) representing, in the aggregate, the whole number of shares of CME Class A Common Stock, if any, that such holder has the right to receive and/or (ii) a check in the amount, if any, that such holder has the right to receive, including cash payable in lieu of fractional shares pursuant to Section 2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section 2.1(f) (Dividends and Distributions) (less any required Tax withholding), in each case pursuant to Section 1.7 (Effect on Capital Stock) and this Article II. The Merger Consideration shall be paid as promptly as practicable after receipt by the holder or is otherwise required under applicable Law. As a result Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, at cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable Consideration, cash in respect lieu of the Clearwire Capital Stockany fractional shares and any unpaid dividends and distributions. (c) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital GFI Common Stock. From and after the Effective Time, the holders of Certificates representing shares of GFI Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of GFI Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or CME, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in Article I and this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital GFI Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoCME, on demand. Any and any such holder who has not exchanged his or her shares of Clearwire Capital GFI Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.1 prior to that date will time shall thereafter look only to NewCo CME, and CME shall remain liable, for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder’s shares without any interest thereonof GFI Common Stock. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will not neither CME, Merger Sub 1, Merger Sub 2, nor GFI shall be liable to any holder of shares of Clearwire Capital GFI Common Stock for any amounts properly paid Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions delivered to a public official under any Governmental Entity pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions remaining unclaimed by holders of shares of Clearwire Capital GFI Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become the property of any Governmental Authority) will becomeEntity shall, to the extent permitted by applicable Law, become the property of NewCo, CME free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of CME Class A Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.1. Following such surrender, subject to the effect of escheat (in accordance with Section 2.1(e)), Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of CME Class A Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of CME Class A Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of CME Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of CME Class A Common Stock, all shares of CME Class A Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Clearwire has appointed Prior to the Mailing Date, CME shall appoint an exchange agent reasonably acceptable to GFI (the "Exchange Agent Agent") for the purpose of exchanging Certificates for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As promptly as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital GFI Common Stock at as of the Effective Time Time, whose shares of GFI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7 (Effect on Capital Stock) and Section 1.10 (Election Procedures), a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as GFI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. At or prior to the Effective Time, CME shall cause to be deposited with the Exchange Agent, for the benefit of the Uncertificated Shares holders of shares of GFI Common Stock, shares of CME Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and this Article II. Following the Effective Time, CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f) (Dividends and Distributions). All cash and book-entry shares representing CME Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the "Exchange Fund." The Exchange Agent shall deliver the Merger Consideration contemplated to be issued pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME in short-term direct obligations of the U.S. or short-term obligations for which the full faith and credit of the U.S. is pledged to provide for payment of all principal and interest (or funds that invest in such obligations); provided that no gain or loss thereon shall affect the amounts payable to the holders of GFI Common Stock pursuant to this Agreement. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, CME shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be the property of, and paid to, CME. CME shall be responsible for all fees and expenses of the Exchange Agent. (b) Each holder of shares of Clearwire Capital GFI Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent (or other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right will be entitled to receive under Section 2.5. The in exchange therefor (i) the number of shares of CME Class A Common Stock constituting the Merger Consideration will (which shall be in uncertificated non-certificated book-entry form, form unless a physical certificate is requested requested) representing, in the aggregate, the whole number of shares of CME Class A Common Stock, if any, that such holder has the right to receive and/or (ii) a check in the amount, if any, that such holder has the right to receive, including cash payable pursuant to Section 1.7(b), cash payable in lieu of fractional shares pursuant to Section 2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section 2.1(f) (Dividends and Distributions) (less any required Tax withholding), in each case pursuant to Section 1.7 (Effect on Capital Stock), Section 1.10 (Election Procedures) and this Article II. The Merger Consideration shall be paid as promptly as practicable after receipt by the holder or is otherwise required under applicable Law. As a result Exchange Agent of the MergerCertificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, at cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable Consideration, cash in respect lieu of the Clearwire Capital Stockany fractional shares and any unpaid dividends and distributions. (c) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Uncertificated Share shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital GFI Common Stock. From and after the Effective Time, the holders of Certificates representing shares of GFI Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of GFI Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or CME, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in Article I and this Article 2II. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital GFI Common Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoCME, on demand. Any and any such holder who has not exchanged his or her shares of Clearwire Capital GFI Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.1 prior to that date will time shall thereafter look only to NewCo CME, and CME shall remain liable, for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder's shares without any interest thereonof GFI Common Stock. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will not neither CME, Merger Sub 1, Merger Sub 2, nor GFI shall be liable to any holder of shares of Clearwire Capital GFI Common Stock for any amounts properly paid Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions delivered to a public official under any Governmental Entity pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions remaining unclaimed by holders of shares of Clearwire Capital GFI Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become the property of any Governmental Authority) will becomeEntity shall, to the extent permitted by applicable Law, become the property of NewCo, CME free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of CME Class A Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.1. Following such surrender, subject to the effect of escheat (in accordance with Section 2.1(e)), Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of CME Class A Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of CME Class A Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of CME Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of CME Class A Common Stock, all shares of CME Class A Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

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

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

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

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

Surrender and Payment. (a) Clearwire has appointed Prior to the record date for the Company Stockholder Meeting, Parent shall appoint an agent (the “Exchange Agent Agent”) reasonably acceptable to the Company for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Stock (the “Certificates”) or and (ii) uncertificated shares of Clearwire Capital Company Stock (the “Uncertificated Shares”)) and for the purpose of receiving Election Forms and determining, in accordance with Section 2.02, the form of the Merger Consideration to be received by each holder of Shares. No later than one Business Day after the Effective Time, Parent shall deposit with the Exchange Agent the cash portion of the aggregate Merger Consideration. In addition, Parent shall make available to the Exchange Agent, as needed, the Parent Stock portion of the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares and any cash required to be paid in respect of fractional shares of Parent Stock pursuant to Section 2.07. Promptly after the Closing DateEffective Time, NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has Company Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Common Parent Stock constituting the part of such Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Company Stock or is otherwise required under applicable Applicable Law. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable Consideration, including any cash in respect lieu of any fractional share of Parent Stock pursuant to Section 2.07, and the Clearwire Capital Stockright to receive any dividends or other distributions pursuant to Section 2.03(f), in each case to be paid or issued in accordance with Section 2.03, without interest. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the aggregate Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Stock twelve months one year after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Stock for the Merger Consideration in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to the Merger ConsiderationSection 2.03(f), in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent will appoint an exchange agent reasonably acceptable to the Target (the “Exchange Agent Agent”) to act as the agent for the purpose of exchanging for the Merger Consideration for: Consideration, to the extent entitled thereto: (i) certificates representing the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Clearwire Capital Target Common Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Book-Entry Shares”). On and after the Effective Time, Parent will deposit, or cause the Surviving Corporation to deposit, (x) with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Target Common Stock outstanding immediately prior to the Effective Time (other than the Cancelled Shares, the Accepted Shares and the Non-Tendered Target Restricted Stock Awards), and (y) with the Surviving Corporation, sufficient funds to pay the Option Consideration (less any Taxes required to be withheld in accordance with Section 4.05) (collectively, the “Payment Fund”) in amounts and at the times necessary for such payments, and (z) with the Exchange Agent, an amount sufficient to pay the fees and expenses of the Exchange Agent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) will be entitled under Section 4.01(b), Parent will take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under Section 4.01(b), and Parent and the Surviving Corporation will in any event be liable for the payment thereof. The Payment Fund will not be used for any other purpose. The Surviving Corporation will pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Target Common Stock for the Merger Consideration. Promptly after the Closing DateEffective Time, NewCo Parent will send, or will cause the Exchange Agent to send, to each record holder of shares of Clearwire Capital Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) at the Effective Time Time, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange. (b) Each Subject to Section 4.07(c), each holder of shares of Clearwire Capital Target Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, on receive the Merger Consideration in respect of the Target Common Stock represented by a Certificate or Book-Entry Share upon (i) surrender to the Exchange Agent of a Certificate, together with a properly duly completed and validly executed letter of transmittaltransmittal and such other documents as may reasonably be requested by the Exchange Agent, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares. Until so surrendered or transferred, as the aggregate Merger Consideration that case may be, and subject to the holder has a right to receive under terms set forth in Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration 4.03 and Section 4.07(c), each such Certificate or Book-Entry Share, as applicable, will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable in respect thereof. No interest will be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Clearwire Capital StockMerger Consideration pursuant to the provisions of this Article IV, each Certificate or Certificates so surrendered will immediately be cancelled. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share Book-Entry Share, as applicable, is registered, it will be a condition to the such payment that that (i) either the surrendered such Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated such Book-Entry Share will be properly transferred, and and (ii) the Person requesting the such payment will pay to the Exchange Agent any transfer or other Taxes Tax required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Target Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital StockTarget Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to NewCothe Surviving Corporation, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2IV. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Payment Fund that remains unclaimed by the holders of shares of Clearwire Capital Target Common Stock twelve (12) months after the Closing Date Effective Time will be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Target Common Stock for the Merger Consideration in accordance with this Section 2.6 before 4.02 prior to that date time will thereafter look only to NewCo Parent for payment of the Merger Consideration. Notwithstanding the foregoing, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Target Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by such holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the at such time when the at which such amounts would otherwise escheat to or become property of any Governmental Authority) will Entity shall become, to the extent permitted by applicable Law, the property of NewCoParent or its designee, free and clear of any all claims or interest of any Person previously entitled thereto. (f) After the Effective Time, any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares will be returned to Parent, upon demand. (g) The Exchange Agent shall invest all cash included in the Payment Fund as reasonably directed by Parent; provided that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government. Any interest and other income resulting from such investments shall become a part of the Payment Fund, and any amounts in excess of the aggregate amount payable pursuant to Section 4.01(b) shall be paid to the Surviving Corporation.

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

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

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

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

Surrender and Payment. (a) Clearwire has appointed the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing DateEffective Time, NewCo will DT shall cause the Surviving Corporation to send, or will cause the Exchange Escrow Agent to send, to each holder of shares record as of Clearwire Capital Stock at the Effective Time of Powertel Stock (other than holders of Excluded Powertel Shares) a letter of transmittal and instructions that will which shall specify that the delivery will of Certificates shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares a Certificate to the Exchange Escrow Agent, and instructions for use in effecting the surrender to the Escrow Agent of Certificates in exchange for the Merger Consideration (the "LETTER OF TRANSMITTAL"). The Letter of Transmittal shall contain such other terms and conditions as DT and Powertel may reasonably specify. (b) Each record holder of shares of Clearwire Capital any Powertel Stock will be entitled to receive(other than Excluded Powertel Shares) shall, on (i) upon surrender to the Exchange Escrow Agent of a CertificateCertificate or Certificates representing such shares of Powertel Stock, together with a properly completed letter Letter of transmittalTransmittal covering the Powertel Stock represented by such Certificate or Certificates, or without further action, be entitled to receive, and the Escrow Agent shall deliver (and DT shall cause the Escrow Agent to deliver) to each such holder, subject to Section 1.06(e) below, (i) the number of whole DT Depositary Shares or DT Ordinary Shares included in the Merger Consideration in respect of such Powertel Stock, subject to the provisions of Section 1.05, and (ii) receipt a check in the amount (after giving effect to any required tax withholdings) of an “agent’s message” by the Exchange Agent (A) any cash in lieu of Fractional Interests (as defined below) to be paid pursuant to Section 1.09, plus (B) any cash dividends or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration distributions that the such holder has a the right to receive under pursuant to Section 2.51.06(f). The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry formUntil so surrendered, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergereach such Certificate shall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable number of whole DT Depositary Shares or DT Ordinary Shares, as applicable, to which it is entitled pursuant to Section 1.05 and the applicable amounts of cash provided in respect the foregoing clause (ii) of the Clearwire Capital Stockpreceding sentence. (c) If any portion of the Merger Consideration is DT Depositary Shares or DT Ordinary Shares are to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment delivered to a Person other than the registered holder of the Powertel Stock represented by a Certificate or Uncertificated Share Certificates surrendered with respect thereto, it shall be a condition to such issuance that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery shall pay to the Escrow Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such Powertel Stock or establish to the satisfaction of the Exchange Escrow Agent that the Tax such tax has been paid or is not payable. (d) After The stock transfer books of Powertel shall be closed after the close of trading on the National Market System (the "NASDAQ") on the trading day immediately prior to the Effective Time, and thereafter there will shall be no further registration of transfers of shares of Clearwire Capital Stock. If, after Powertel Common Stock that were outstanding prior to the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for . After the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.Effective Time,

Surrender and Payment. I.4.1. Prior to the Effective Time, BP Amoco shall appoint an agent reasonably acceptable to ARCO as exchange agent (athe "Exchange Agent") Clearwire has appointed the Exchange Agent for -------------- the purpose of exchanging accepting Certificates to be surrendered by holders of ARCO Common Shares in exchange for BP Amoco Depositary Shares or, if and to the Merger Consideration for:extent elected by a holder of ARCO Common Shares in the manner provided in this Section 1.4.1, for BP Amoco Ordinary Shares in registered form, and letters of transmittal as described in this Section 1.4. (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)1. Promptly after the Closing DateEffective Time, NewCo the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares record as of Clearwire Capital Stock at the Effective Time of ARCO Common Shares (other than holders of Excluded ARCO Shares) (i) a letter of transmittal, in such form or forms as ARCO and BP Amoco may reasonably agree, for use in effecting delivery of Certificates to the Exchange Agent and including a form of election by which each holder of ARCO Common Shares may elect, subject to the provisions of this Section 1.4.1, to receive (the "Ordinary Share Election") all or part of the ----------------------- Merger Consideration to which such holder is entitled in the form of BP Amoco Ordinary Shares in registered form, rather than in the form of BP Amoco Depositary Shares (such BP Amoco Ordinary Shares or BP Amoco Depositary Shares to be received by a holder being referred to in this Agreement as "BP Amoco Shares"), and (ii) instructions for surrendering --------------- ARCO Common Shares in exchange for the BP Amoco Shares, and any cash in lieu of fractional interests in BP Amoco Depositary Shares and any cash dividends or other distributions, that such holder has the right to receive pursuant to this Article I. ARCO, acting as agent for each holder of record as of the Effective Time of ARCO Common Shares (other than Excluded ARCO Shares), shall prior to the Effective Time appoint Exchange Nominees Limited or such other agent as may be reasonably acceptable to BP Amoco (the "Nominee"), as nominee and agent for and on behalf of the holders of ------- ARCO Common Shares in connection with the issuance of BP Amoco Depositary Shares or BP Amoco Ordinary Shares in accordance with this Article I, subject to the terms and conditions of this Agreement and an exchange agent and nominee agreement among BP Amoco, ARCO, the Exchange Agent and the Nominee. BP Amoco shall issue the BP Amoco Ordinary Shares referred to in Section 1.3.4 in registered form to the Nominee. The BP Amoco Ordinary Shares held by the Nominee shall be deposited by the Nominee or on its behalf with the Depositary (or as it may direct) as and when required for the issuance of BP Amoco Depositary Shares, or delivered by the Nominee to holders of ARCO Common Shares in accordance with any Ordinary Share Election, in each case in accordance with this Article I. To the extent required, the Nominee will requisition from the Depositary, from time to time, such number of BP Amoco Depositary Shares, in such denominations as the Nominee shall specify, as are issuable in respect of ARCO Common Shares properly delivered to the Exchange Agent that are not subject to an Ordinary Share Election. Each holder of ARCO Common Shares entitled to receive the Merger Consideration in accordance with Section 1.3.2 may exercise the Ordinary Share Election only by returning to the Exchange Agent prior to the close of business on the 42nd day following the Closing Date a properly completed letter of transmittal and form of election. Any such holder of ARCO Common Shares may make an Ordinary Share Election with respect to any or all of such holder's ARCO Common Shares, provided that (i) the number of BP Amoco -------- Ordinary Shares to which any such holder will be entitled in respect of such Ordinary Share Election shall not be less than six and shall be an integral multiple of six; (ii) any number of BP Amoco Ordinary Shares less than six or in excess of an integral multiple thereof ("Excess Ordinary --------------- Shares") shall constitute a fractional interest in a BP Amoco Depositary ------ Share; and (iii) such holder will therefore be entitled only to cash in lieu of Excess Ordinary Shares in accordance with Section 1.6. Only BP Amoco Depositary Shares shall be issued as Merger Consideration with respect to ARCO Common Shares for which the holder of such ARCO Common Shares shall not have exercised an Ordinary Share Election prior to the close of business on the 42nd day following the Closing Date or for which the holder shall have delivered to the Exchange Agent prior to such time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares declining to the Exchange Agentmake an Ordinary Share Election. (b) I.4.2. Each holder of shares of Clearwire Capital Stock will be entitled any ARCO Common Shares that have been converted into a right to receivereceive the consideration set forth in Section 1.3.2 shall, on (i) in the case of a holder of a Certificate, upon surrender to the Exchange Agent of a such Certificate, together with a properly completed letter of transmittal, or transmittal covering the ARCO Common Shares represented by such Certificate and (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer holder of Uncertificated uncertificated ARCO Common Shares, upon delivery to the aggregate Merger Consideration Exchange Agent prior to the close of business on the 42nd day following the Closing Date of a properly completed letter of transmittal and, after such time, without any further action on the part of such holder of uncertificated ARCO Common Shares, in case (i) and in case (ii), be entitled to receive (x) the number of BP Amoco Depositary Shares or BP Amoco Ordinary Shares (excluding any fractional interest in a BP Amoco Depositary Share), to which such holder is entitled in respect of such ARCO Common Shares pursuant to Sections 1.3.2 and 1.4.1 and (y) a check in the amount (after giving effect to any required tax withholdings) of (I) any cash in lieu of fractional interests in BP Amoco Depositary Shares to be paid pursuant to Section 1.6, plus (II) any cash dividends or other distributions that the such holder has a the right to receive under pursuant to Section 2.51.4.6. The shares Until such time as any such holder of Class A ARCO Common Stock constituting the Merger Consideration will be in uncertificated book-entry formShares has become entitled to receive such BP Amoco Shares, unless such holder's ARCO Common Shares (whether or not represented by a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the MergerCertificate) shall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the Merger Consideration payable to which such holder is entitled and the applicable amounts provided in respect of the Clearwire Capital Stockforegoing clause (y). (c) I.4.3. If any portion of the Merger Consideration is BP Amoco Shares are to be paid issued or transferred to a Person person other than the Person in whose name registered holder of the surrendered ARCO Common Shares represented by a Certificate or the transferred Uncertificated Share is registeredCertificates surrendered with respect thereto, it will shall be a condition to such issue or transfer that the payment that (i) either the Certificate or Certificates so surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer and that the person requesting such issue or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will transfer shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the payment such issue or transfer to a Person person other than the registered holder of the Certificate or Uncertificated Share such ARCO Common Shares or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) I.4.4. After the close of the stock transfer books of ARCO on the day prior to the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockARCO Common Shares that were outstanding prior to the Effective Time. If, after After the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will the Surviving Corporation for transfer shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of I.4.5. After the Merger Consideration made available 42nd day after the Closing, any BP Amoco Ordinary shares and any cash amounts then held by the Nominee shall be deposited by the Nominee with the Depositary or on its behalf for the issuance or delivery to the Exchange Agent under Section 2.6(a) that remains unclaimed by the Agent, as and when required, of BP Amoco Depositary Shares and any cash amounts which may thereafter be issuable or deliverable to holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demandARCO Common Shares. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat BP Amoco Depositary Shares issuable or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.deliverable in

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent”) and enter into an agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Company Stock (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Company Stock (the “Uncertificated Shares”). Promptly after On or prior to the Closing Date, NewCo will Parent shall deposit with the Exchange Agent, the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares. As soon as practicable after the Effective Time (and in any event no later than five (5) Business Days after the Effective Time), Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Stock at the Effective Time a letter of transmittal (“Letter of Transmittal”) and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Company Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a CertificateCertificate (or a Lost Certificate Affidavit), together with a properly completed letter Letter of transmittalTransmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has Company Stock represented by a right to receive under Section 2.5Certificate or Uncertificated Share. The shares of Class A Common Parent Stock constituting the part of such Merger Consideration will Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by the a holder of shares of Company Stock or is otherwise required under applicable Applicable Law. As a result of Until so surrendered or transferred, as the Mergercase may be, at each such Certificate or Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of and the Clearwire Capital Stockright to receive any dividends or distributions pursuant to Section 2.04(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to deposited with the Exchange Agent under pursuant to Section 2.6(a2.04(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Stock twelve (12) months after the Closing Date will Effective Time shall be returned to NewCoParent upon demand, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Stock for the Merger Consideration in accordance with this Section 2.6 before 2.04 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to the Merger ConsiderationSection 2.04(f), in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Company Stock six two (2) years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) will shall become, to the extent permitted by applicable Applicable Law, the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.04. Following such surrender or transfer, there shall be paid, without interest and in addition to the applicable amount payable pursuant to this Article 2, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent will appoint an exchange agent (the "Exchange Agent Agent") for the purpose of exchanging the Azteca Certificates for Azteca Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As soon as reasonably practicable after the Closing DateEffective Time, NewCo Parent will send, or will cause the Exchange Agent to send, to each holder of record of Azteca Common Stock as of the Effective Time, whose shares of Clearwire Capital Azteca Common Stock at were converted into the Effective Time right to receive the Azteca Merger Consideration, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the Azteca Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) in such form as Parent and IM may reasonably agree, including instructions for use in effecting the surrender of Azteca Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Azteca Merger Consideration. (b) At or prior to the Effective Time, Parent will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Azteca Common Stock, shares of Parent Class A Common Stock and an amount of cash sufficient to be issued and paid pursuant to Section 2.1, payable upon due surrender of the Azteca Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article II. Following the Effective Time, Parent will make available to the Exchange Agent, when and as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.3(g). All cash and book-entry shares representing shares of Parent Class A Common Stock deposited with the Exchange Agent are referred to in this Agreement as the "Exchange Fund." The Exchange Agent will, pursuant to irrevocable instructions to be delivered to the Exchange Agent by Parent, deliver the appropriate Azteca Merger Consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by Parent; provided, that no such investment or losses thereon will affect the Azteca Merger Consideration payable to holders of shares of Azteca Common Stock entitled to receive such consideration or cash in lieu of fractional interests and Parent will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of shares of Azteca Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, Parent. (c) Each holder of shares of Clearwire Capital Azteca Common Stock will be entitled that have been converted into the right to receivereceive the Azteca Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificatean Azteca Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, or duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) the number of shares of Parent Class A Common Stock representing, in the aggregate, the whole number of shares of Parent Class A Common Stock, if any, that such holder has the right to receive and/or (ii) receipt a check in the amount, if any, that such holder has the right to receive in cash, including cash for any dividends and other distributions payable pursuant to Section 2.3(g), pursuant to Section 2.1 and this Article II. The Azteca Merger Consideration will be paid as promptly as practicable (by mail or, to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder of an “agent’s message” Azteca Certificate) after receipt by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the MergerAzteca Certificate and letter of transmittal in accordance with the foregoing, at and in any event no later than three Business Days following the later to occur of (i) the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to (ii) the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect Exchange Agent's receipt of the Clearwire Capital StockAzteca Certificate and letter of transmittal in accordance with the foregoing. No interest will be paid or accrued on any Azteca Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Azteca Certificates. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Azteca Certificate or the transferred Uncertificated Share is registered, it will be a condition to the of such payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) that the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Azteca Certificate or Uncertificated Share will establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Azteca Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Azteca Certificate is registered, it will be a condition to the registration thereof that the surrendered Azteca Certificate will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Azteca Merger Consideration will pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Azteca Certificate or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Azteca Common Stock. From and after the Effective Time, the holders of Azteca Certificates representing shares of Azteca Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Azteca Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Azteca Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or Parent, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in this Article 2II. Notwithstanding anything to the contrary contained in this Agreement, the Azteca Surviving Corporation is obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Azteca on shares of Azteca Common Stock in accordance with the terms of this Agreement prior to the date hereof and which remain unpaid at the Effective Time. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital Azteca Common Stock twelve months one year after the Closing Date Effective Time will be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital Azteca Common Stock for the Azteca Merger Consideration in accordance with this Section 2.6 before Article II prior to that date time will thereafter look only to NewCo Parent for payment delivery of the Azteca Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder's shares without any interest thereonof Azteca Common Stock. Regardless Notwithstanding the foregoing, none of Parent, IM, IM Merger Sub, Azteca Merger Sub, the preceding sentence, NewCo Azteca Surviving Corporation or Azteca will not be liable to any holder of shares of Clearwire Capital Azteca Common Stock for any amounts properly paid Azteca Merger Consideration delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Azteca Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital Azteca Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeAuthority will, to the extent permitted by applicable LawLaws, become the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (g) No dividends or other distributions with respect to shares of Parent Class A Common Stock issued in the Azteca Merger will be paid to the holder of any unsurrendered Azteca Certificates until such Azteca Certificates are surrendered as provided in this Section 2.3. Following such surrender, subject to the effect of escheat, Tax or other applicable Laws, there will be paid, without interest, to the record holder of the shares of Parent Class A Common Stock, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such shares of Parent Class A Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Parent Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions with respect to shares of Parent Class A Common Stock, all shares of Parent Class A Common Stock to be issued pursuant to the Azteca Merger will be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time. (h) Parent and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Person who was a holder of Azteca Common Stock immediately prior to the Effective Time such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign Tax Law. To the extent that amounts are so withheld (and paid to the applicable Governmental Authority) by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. (i) In the event any Azteca Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Azteca Certificates, upon the making of an affidavit of that fact by the holder thereof, such Azteca Merger Consideration as may be required pursuant to Section 2.1, cash for any dividends or distributions payable pursuant to Section 2.3(g); provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Azteca Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Parent, or, if reasonably required by Parent, a bond in such reasonable sum as Parent may direct, as indemnity against any claim that may be made against Parent or the Exchange Agent in respect of Azteca Certificates alleged to have been lost, stolen or destroyed.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Agribrands and Ralcorp shall cause Holding Company to appoint an agent as designated by Agribrands and Ralcorp (the "Exchange Agent Agent") for the purpose of exchanging the Certificates --------------- for the Merger Consideration. Immediately after the Effective Time, Agribrands and Ralcorp shall cause Holding Company to deposit with or make available to the Exchange Agent the Merger Consideration for: (i) certificates representing to be paid in respect of the shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares "Exchange Fund"). If deposited, upon receipt, the Exchange Agent will invest --------------- the cash portion of Clearwire Capital Stock (the “Uncertificated Shares”)Exchange Fund in United States government securities maturing at the Election Deadline or such other investments as Holding Company may direct. Promptly after the Closing DateEffective Time, NewCo Holding Company will send, or will cause the Exchange Agent to send, (A) to each record holder of shares of Clearwire Capital Agribrands Common Stock and Ralcorp Common Stock, at the Effective Time Time, a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. ) for use in such exchange, and (bB) Each to each record holder of shares of Clearwire Capital Agribrands Common Stock will and Ralcorp Common Stock, an election form (the "Election Form") providing for such holders ------------- to make a Stock Election or a Cash Election. Any Stock Election or Cash Election shall be entitled validly made only if the Exchange Agent shall have received by 5:00 p.m., St. Louis time, on a date (the "Election Deadline") to receivebe mutually ----------------- agreed upon by Agribrands and Ralcorp (which date shall not be later than the twentieth Business Day after the Effective Time), on an Election Form properly completed and executed (iwith the signature or signatures thereon guaranteed to the extent required by the Election Form) surrender by such holder accompanied by such holder's Certificates, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Agribrands Common Stock or Ralcorp Common Stock who has made an election by submitting an Election Form to the Exchange Agent shall be deemed to have irrevocably made such election. Any holder of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Agribrands Common Stock constituting or Ralcorp Common Stock who fails to properly make the Merger Consideration will required election shall be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease deemed to have any rights made a Stock Election with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable in respect of the Clearwire Capital Stock. shares (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (iDissenting Shares) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form owned by such holder for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax which no such election has been paid or is not payablemade. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed At or promptly after the Exchange Agent for Effective Time (but in any event within one Business Day), the purpose of exchanging the Merger Consideration for: Parent shall deposit, or shall cause to be deposited (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates representing that immediately prior to the Effective Time evidenced shares of Clearwire Capital Company Common Stock (the “Certificates”) or and (iiB) uncertificated shares of Clearwire Capital Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). Promptly As soon as reasonably practicable after the Closing DateEffective Time and in any event not later than the third (3rd) Business Day following the Effective Time, NewCo will send, or will cause the Exchange Paying Agent to send, shall mail to each holder of shares of Clearwire Capital Company Common Stock at the Effective Time a letter of transmittal in customary form and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has a right to receive under Section 2.5. The shares of Class A Company Common Stock constituting formerly represented by such holder’s Certificate or Uncertificated Share. Until so surrendered or transferred, as the Merger Consideration will be in uncertificated book-entry formcase may be, unless a physical certificate is requested by the holder each such Certificate or is otherwise required under applicable Law. As a result of the Merger, at Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Paying Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the reasonable satisfaction of the Exchange Paying Agent that the Tax has such Taxes have been paid or is are not payable. (d) After At and after the Effective Time, there will shall be no further registration transfers on the stock transfer books of transfers of shares of Clearwire Company Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with with, the procedures set forth, forth in this Article 2‎Article III. (e) Any portion of the Merger Consideration made available to the Exchange Paying Agent under Section 2.6(apursuant to ‎(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve (12) months after the Closing Date will Effective Time shall, at the request of Parent, be returned delivered to NewCothe Surviving Corporation, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before ‎Section 3.4 prior to that date will time shall thereafter look only to NewCo the Surviving Corporation for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless Notwithstanding anything to the contrary contained herein, none of the preceding sentenceAcquirer Parties, NewCo will not the Company, the Paying Agent or any other Person shall be liable to any holder or former holder of shares of Clearwire Capital Company Common Stock for any amounts amount properly paid delivered to a public official under pursuant to applicable abandoned property, escheat or similar Laws. (f) The Paying Agent will invest all cash included in the Fund as directed by Parent; provided, however, that any investment of such cash will be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, and, in any such case, no such instrument will have a maturity exceeding three months, and that no such investment or loss thereon will affect the amounts payable to holders of Certificates or Uncertificated Shares pursuant to this ‎Article III. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) interest and other income resulting from such investments will become, be paid to the Surviving Corporation pursuant to ‎Section 3.4(e). To the extent permitted by applicable Lawthat there are losses with respect to such investments, or the property Fund diminishes for other reasons below the level required to make prompt payments of NewCothe Merger Consideration as contemplated hereby, free and clear Parent will promptly replace or restore the portion of the Fund lost through investments or other events so as to ensure that the Fund is, at all times, maintained at a level sufficient to make such payments. The Fund will not be used for any claims or interest of any Person previously entitled theretopurpose other than the foregoing.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock Shares (the “Certificates”) or for the Merger Consideration (iiless the Escrow Holdback). At the Effective Time or promptly thereafter (but in no event later than 1 Business Day), Parent will transfer to the Exchange Agent, as needed, the Merger Consideration (less the Escrow Holdback) uncertificated shares to be paid in respect of Clearwire Capital Stock the Shares. At the Effective Time or promptly thereafter, the Company’s stockholders (each, a “Stockholder” and collectively, the “Uncertificated SharesStockholders”). Promptly after ) will surrender the Closing Date, NewCo will send, or will cause Certificates to the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock at the Effective Time for cancellation together with a letter of transmittal and instructions that will (the “Letter of Transmittal”), which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, for use in such exchange. (b) Each holder of shares of Clearwire Capital Stock Shares that have been converted into the right to receive the Merger Consideration less the Escrow Holdback will be entitled to receive, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter Letter of transmittalTransmittal, the Merger Consideration less the Escrow Holdback payable for each Share represented by such Certificate. All such funds shall be paid to the holders of Shares by check or (ii) receipt , upon the request of an “agent’s message” any such holder and the payment by such holder of any applicable fee required by the Exchange Agent (or other evidenceAgent, if anyby wire transfer to an account specified in such holder’s respective Letter of Transmittal. Until so surrendered, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at each such Certificate shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of less the Clearwire Capital StockEscrow Holdback. (c) If any portion of the Merger Consideration less the Escrow Holdback is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to such payment that the payment that (i) either the Certificate so surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled and exchanged for the Merger Consideration payable in respect of less the Clearwire Capital Stock Escrow Holdback provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration (less the Escrow Holdback) made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares Shares on the first anniversary of Clearwire Capital Stock twelve months after the Closing Effective Date will shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock Shares for the Merger Consideration less the Escrow Holdback in accordance with this Section 2.6 before 2.03 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect to Consideration less the Merger Consideration, Escrow Holdback in respect of those shares such Shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Stock Shares for any amounts properly amount paid to a public official under pursuant to applicable abandoned property, escheat or similar Lawslaws. Any Immediately prior to such time when amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts Shares would otherwise escheat to or become property of any Governmental Authority) will governmental authority, such unclaimed amounts shall become, to the extent permitted by applicable Lawlaw, the property of NewCo, Parent free and clear of any claims or interest of any Person Persons previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Clearwire has appointed Sirius shall appoint an agent (the “Exchange Agent Agent”) reasonably acceptable to XM for the purpose of exchanging certificates which immediately prior to the Merger Consideration for: (i) certificates representing Effective Time evidenced shares of Clearwire Capital XM Merger Stock (the “Certificates”) or for the applicable Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to XM. At or as promptly as practicable (iiand, in any event, within two (2) uncertificated business days) after the Effective Time, Sirius shall deposit, or shall cause to be deposited, with the Exchange Agent, the Merger Consideration to be exchanged or paid in accordance with this Article II, and Sirius shall make available from time to time after the Effective Time as necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares pursuant to Section 2.3 and any dividends or distributions to which holders of shares of Clearwire Capital XM Merger Stock (the “Uncertificated Shares”may be entitled pursuant to Section 2.2(c). Promptly after the Closing Date, NewCo will The Surviving Corporation shall send, or will shall cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital XM Merger Stock at immediately prior to the Effective Time whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.1, promptly after the Effective Time, (i) a letter of transmittal for use in such exchange (which shall be in form and instructions that will substance reasonably satisfactory to Sirius and XM and shall specify that the delivery will shall be effected, and risk of loss and title will in respect of the Certificates shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) and (ii) instructions to effect the surrender of the Certificates in exchange for the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.3 and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). (b) Each holder of shares of Clearwire Capital XM Merger Stock will be entitled that have been converted into a right to receivereceive the applicable Merger Consideration, on (i) cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.3 and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c), upon surrender to the Exchange Agent of a CertificateCertificate or Certificates, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or transmittal covering such shares and such other evidence, if any, of transfer documents as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Sharesrequire, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will shall be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at the Effective Time, all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except the right entitled to receive the applicable Merger Consideration payable in respect of such shares of XM Merger Stock. The holder of such Certificate, upon its delivery thereof to the Clearwire Capital StockExchange Agent, shall also receive any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) and cash payable in respect of any fractional shares pursuant to Section 2.3. Certificates surrendered shall forthwith be canceled as of the Effective Time. Until so surrendered, each such Certificate, following the Effective Time, shall represent for all purposes only the right to receive the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.3 and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). No interest shall be paid or accrued for the benefit of holders of the Certificates on cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.2. (c) If Whenever a dividend or other distribution is declared or made after the date hereof with respect to Sirius Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Sirius Common Stock and Sirius Mirror Preferred Stock issuable pursuant to this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Sirius 3 Table of Contents Common Stock with a record date after the Effective Time shall be paid to the holder of any portion unsurrendered Certificate with respect to the Sirius Common Stock or Sirius Mirror Preferred Stock such holder is entitled to receive until the holder of such Certificate shall surrender such Certificate in accordance with the provisions of this Section 2.2. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole Sirius Common Stock and Sirius Mirror Preferred Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Sirius Common Stock and Sirius Mirror Preferred Stock. (d) In the event that a transfer of ownership of shares of XM Merger Stock is not registered in the stock transfer books or ledger of XM, or if any certificate for the applicable Merger Consideration is to be paid to issued in a Person name other than that in which the Person Certificate surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share exchange therefor is registered, it will shall be a condition to the payment that (i) either issuance thereof that the Certificate or Certificates so surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting the payment will pay such exchange shall have paid to the Exchange Agent any transfer or other Taxes taxes required as a result of the payment to issuance of a Person certificate for Sirius Common Stock or Sirius Mirror Preferred Stock in any name other than that of the registered holder of the Certificate or Uncertificated Share such shares of XM Merger Stock, or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. For purposes of this Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall appoint American Stock Transfer & Trust Company, LLC (the “Exchange Agent Agent”) for the purpose of exchanging for the Merger Consideration for: as promptly as practicable after the Effective Time (i) certificates representing shares of Clearwire Capital Stock Company Common Shares (the “Certificates”) or or (ii) uncertificated shares of Clearwire Capital Stock Company Common Shares (the “Uncertificated Shares”). Promptly No later than ten (10) Business Days prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent in form and substance reasonably acceptable to the Special Committee and Parent (the “Exchange Agent Agreement”) pursuant to which Parent shall appoint the Exchange Agent. At or prior to the Effective Time, Merger Sub (or Parent on behalf of Merger Sub) shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the shares represented by such Certificates and the Uncertificated Shares. Such funds may be invested by the Exchange Agent as directed by Pxxxxx; provided that (i) such funds shall only be invested in the manner provided in the Exchange Agent Agreement, (ii) no such investment or losses thereon shall affect the Merger Consideration payable to holders of Company Common Shares entitled to receive such consideration pursuant to ‎Section 2.02(a), (iii) to the extent necessary to pay the Merger Consideration, the Surviving Corporation (or Parent on behalf of the Surviving Corporation) shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of Company Common Shares entitled to receive such consideration and (iv) no such investment shall have a maturity that would reasonably be expected to prevent or delay payments to be made pursuant to this Agreement. Any net profit resulting from such investments or interest or income produced by such investments shall be payable to the Surviving Corporation. As promptly as practicable after the Closing DateEffective Time (but no later than five (5) Business Days thereafter), NewCo will Parent shall cause the Surviving Corporation to send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Company Common Shares entitled to receive the Merger Consideration pursuant to ‎Section 2.02(a) at the Effective Time a letter of transmittal and instructions that will (which shall be in a form reasonably acceptable to the Company and Parent and finalized prior to the Effective Time and which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange (the “Letter of Transmittal”). (b) Each holder of shares of Clearwire Capital Stock will Company Common Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a CertificateCertificate (or affidavit of loss, theft or destruction of such Certification pursuant to Section 2.06), together with a properly completed letter and validly executed Letter of transmittalTransmittal in accordance with the instructions thereto (and such other documents as may reasonably be requested by the Exchange Agent), or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that payable for each Company Common Share pursuant to ‎Section 2.02(a) represented by such Certificate or for each Uncertificated Share. Until so surrendered or transferred, as the holder has a right case may be, each such Certificate or Uncertificated Share shall, subject to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form6.07, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Merger, at represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be as a condition to the payment that such payment, (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (d) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital StockCompany Common Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation or the Exchange Agent, they will shall be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article ‎ARTICLE 2. (e) No interest shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to this ‎ARTICLE 2. Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.03(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock Company Common Shares twelve (12) months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Stock such Company Common Shares for the Merger Consideration in accordance with this Section 2.6 before ‎Section 2.03 prior to that date will time shall thereafter look only to NewCo Parent and the Surviving Corporation for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those shares such Company Common Shares without any interest thereon. Regardless . (f) None of Parent, Merger Sub, the preceding sentenceCompany, NewCo will not the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any holder Person in respect of shares any portion of Clearwire Capital Stock for any amounts properly paid the Merger Consideration delivered to a public official under pursuant to any applicable abandoned property, escheat or similar Lawslaw. Any amounts remaining unclaimed by such holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the at which such amounts would otherwise escheat to or become property of any Governmental Authority) will Authority shall become, to the extent permitted by applicable Applicable Law, the property of NewCothe Surviving Corporation, free and clear of any all claims or of interest of any Person previously entitled thereto. (g) From and after the Effective Time, holders of Company Common Shares shall cease to have any rights as Company shareholders, except as provided herein or by Applicable Law.

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent shall make available to the Exchange Agent for the purpose of exchanging the Merger Consideration for:to be paid and/or issued in respect of the Certificates and the Uncertificated Shares. In addition, Parent shall deposit, or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any distributions or dividends payable pursuant to Section 2.04(h) with respect to shares of Company Common Stock with a record and payment date after the Effective Time and prior to the surrender of such shares of Company Common Stock and cash in lieu of any fractional shares payable pursuant to this Section 2.04. All shares of Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.04, shall hereinafter be referred to as the “Exchange Fund”. Parent shall cause the Exchange Agent to deliver the Merger Consideration and other payments contemplated by this Article 2 out of the Exchange Fund. (ib) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly As promptly as practicable after the Closing DateEffective Time (but no later than two (2) Business Days thereafter), NewCo will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Company Common Stock at the Effective Time (other than Excluded Shares, Dissenting Shares or any holder of a Certificate who properly made and did not revoke a Mixed Election, Cash Election or a Stock Election) a letter of transmittal and instructions that will (which shall be reasonably acceptable to the Company and shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (bc) Each holder of shares of Clearwire Capital Company Common Stock will who properly made and did not revoke a Mixed Election, Cash Election or a Stock Election shall be entitled to receive, on upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate applicable Merger Consideration that in respect of the holder has Company Common Stock represented by a right Certificate or Uncertificated Share, any dividends or other distributions payable pursuant to receive under Section 2.5. The 2.04(h) and cash in lieu of any fractional shares of Class A Company Common Stock constituting payable pursuant to Section 2.07, and the Merger Consideration will Certificate so surrendered shall forthwith be in uncertificated book-entry formcancelled. Until so surrendered or transferred, unless a physical certificate is requested by as the holder case may be, each such Certificate or is otherwise required under applicable Law. As a result of the Merger, at Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the applicable Merger Consideration. Each holder of a Certificate representing Non-Electing Shares, upon surrender of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.11) to the Exchange Agent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor the Mixed Election Consideration for each Non-Electing Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 2.04(h) and cash in respect lieu of any fractional shares of Company Common Stock pursuant to Section 2.07, and the Clearwire Capital StockCertificate so surrendered shall forthwith be cancelled. (cd) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will shall be no further registration of transfers of shares of Clearwire Capital Company Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Entity or the Exchange Agent, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock and other payments provided for, and in accordance with the procedures set forth, in this Article 2. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under pursuant to Section 2.6(a2.04(a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve (12) months after the Closing Date will Effective Time shall be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 2.04 prior to that date will time shall thereafter look only to NewCo Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to the Merger ConsiderationSection 2.04(h) and cash in lieu of any fractional shares of Company Common Stock payable pursuant to Section 2.07, in respect of those such shares without any interest thereon. Regardless of Notwithstanding the preceding sentenceforegoing, NewCo will Parent shall not be liable to any holder of shares of Clearwire Capital Company Common Stock for any amounts properly paid to a public official under pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after laws. (g) Subject to Section 2.04(d)(ii), the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property payment of any Governmental Authoritytransfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) will becomeincurred in connection with the Mergers, and the filing of any related Tax returns and other documentation with respect to such Taxes and fees, shall be borne by the Parent or the Surviving Entity. (h) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.04. Following such surrender or transfer, there shall be paid, without interest, to the extent permitted by applicable LawPerson in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the property of NewCo, free and clear amount of any claims cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06(a) and the amount of all dividends or interest other distributions with a record date after the Effective Time previously paid or payable on the date of any Person previously entitled theretosuch surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Clearwire has appointed GE shall appoint the Exchange Agent for the purpose of exchanging the Merger Transactions Consideration for: (i) certificates representing shares of Clearwire Capital BHI Common Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital BHI Common Stock (the “Uncertificated Shares”). Promptly after the Closing Date, NewCo Newco will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital BHI Common Stock at the Effective Time a letter of transmittal and instructions that will specify that the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent. (b) Each holder of shares of Clearwire Capital BHI Common Stock will be entitled to receive, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5‎Section 2.02. The shares of Class A Common Stock constituting the Merger Transactions Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the MergerTransactions, at the Effective Time, all shares of Clearwire Capital BHI Common Stock will cease to be outstanding and each holder of Clearwire Capital BHI Common Stock will cease to have any rights with respect to the Clearwire Capital BHI Common Stock, except the right to receive the Merger Transactions Consideration payable in respect of the Clearwire Capital BHI Common Stock. (c) If any portion of the Merger Transactions Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that: (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment to a Person other than the registered holder of the Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital BHI Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Entity, they will be canceled and exchanged for the Merger Transactions Consideration payable in respect of the Clearwire Capital BHI Common Stock provided for, and in accordance with the procedures set forth, in this Article ‎Article 2. (e) Any portion of the Merger Transactions Consideration made available to the Exchange Agent under Section 2.6(a‎Section 2.03(a) that remains unclaimed by the holders of shares of Clearwire Capital BHI Common Stock twelve (12) months after the Closing Date will be returned to NewCothe Surviving Entity, on demand. Any holder who has not exchanged shares of Clearwire Capital BHI Common Stock for the Merger Transactions Consideration in accordance with this Section 2.6 ‎Section 2.03 before that date will look only to NewCo the Surviving Entity for payment of the Merger Transactions Consideration, and any dividends and distributions with respect to the Merger Transactions Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo the Surviving Entity will not be liable to any holder of shares of Clearwire Capital BHI Common Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital BHI Common Stock six (6) years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) will become, to the extent permitted by applicable Law, the property of NewCothe Surviving Entity, free and clear of any claims or interest of any Person previously entitled thereto.

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

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

Surrender and Payment. (a) Clearwire has appointed Prior to the --------------------- Effective Time, RHCI shall appoint an agent reasonably acceptable to the Company (which may be First Union National Bank of North Carolina ("First Union of North Carolina")) (the "Exchange Agent") for the purpose of exchanging certificates representing Shares and Company Preferred Shares. As of the Effective Time, RHCI shall deposit with the Exchange Agent for the purpose benefit of exchanging the Merger Consideration for: holders of Shares and Company Preferred Shares, as the case may be, for exchange in accordance with this Section 1.03, through the Exchange Agent, (i) certificates representing the shares of Clearwire Capital RHCI Common Stock (the “Certificates”) or issuable pursuant to Section 1.02 in exchange for outstanding Shares and (ii) uncertificated certificates representing the shares of Clearwire Capital RHCI Series 1996 Preferred Stock (the “Uncertificated issuable pursuant to Section 1.02 in exchange for outstanding Company Preferred Shares”). Promptly after the Closing DateEffective Time, NewCo RHCI will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Stock Shares and Company Preferred Shares, as the case may be, at the Effective Time a letter of transmittal and instructions that will for use in such exchange (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates certificates representing Shares or transfer of Company Preferred Shares, as the Uncertificated Shares case may be, to the Exchange Agent). (bi) Each holder of shares of Clearwire Capital Stock will be entitled Shares that have been converted into a right to receivereceive RHCI Common Stock, on (i) upon surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, orwill be entitled to receive in exchange therefor (1) that number of whole shares of RHCI Common Stock which such holder has the right to receive pursuant to Section 1.02, and (2) cash in lieu of fractional shares of RHCI Common Stock which such holder has the right to receive pursuant to Section 1.06, and the certificate or certificates for Shares so surrendered shall be cancelled. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive upon such surrender the certificate representing shares of RHCI Common Stock and cash in lieu of any fractional shares of RHCI Common Stock as contemplated by this Section 1.03 and Section 1.06. (ii) receipt Each holder of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration Company Preferred Shares that the holder has have been converted into a right to receive under Section 2.5. The RHCI Series 1996 Preferred Stock, upon surrender to the Exchange Agent of a certificate or certificates representing such Company Preferred Shares, together with a properly completed letter of transmittal covering such Company Preferred Shares, will be entitled to receive in exchange therefor that number of whole shares of Class A Common RHCI Series 1996 Preferred Stock constituting which such holder has the Merger Consideration will right to receive pursuant to Section 1.02, and the certificate or certificates for Company Preferred Shares so surrendered shall be in uncertificated book-entry formcancelled. Until so surrendered, unless a physical each such certificate is requested by the holder or is otherwise required under applicable Law. As a result of the Mergershall, at after the Effective Time, represent for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stockpurposes, except only the right to receive upon such surrender the Merger Consideration payable in respect certificate representing shares of the Clearwire Capital StockRHCI Series 1996 Preferred Stock as contemplated by this Section 1.03. (c) If any portion shares of RHCI Common Stock or RHCI Series 1996 Preferred Stock, as the Merger Consideration is case may be, are to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to the payment that (i) either the surrendered Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) the Person requesting the payment will pay to the Exchange Agent any transfer or other Taxes required as a result of the payment issued to a Person other than the registered holder of the Certificate Shares or Uncertificated Share the Company Preferred Shares, respectively, represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such issuance that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder of such Shares or such Company Preferred Shares or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, Parent will appoint an exchange agent reasonably acceptable to OUTD (the “Exchange Agent Agent”) for the purpose of exchanging the OUTD Certificates for Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”)Consideration. Promptly As soon as reasonably practicable after the Closing DateEffective Time, NewCo but in no event more than two Business Days following the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Clearwire Capital OUTD Common Stock, whose shares of OUTD Common Stock at were converted into the Effective Time right to receive the Merger Consideration, a letter of transmittal and instructions that (which will specify that the delivery will be effected, and risk of loss and title will pass, only on upon proper delivery of the OUTD Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent) in such form as Parent and OUTD may reasonably agree, including instructions for use in effecting the surrender of OUTD Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Parent will cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of OUTD Common Stock, an amount of cash sufficient to be paid pursuant to Section 2.1, payable upon due surrender of the OUTD Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article II. All cash deposited with the Exchange Agent is referred to in this Agreement as the “Exchange Fund.” The Exchange Agent will, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund will not be used for any other purpose. The Exchange Agent will invest any cash included in the Exchange Fund as directed by Parent; provided, that no such investment or losses thereon will affect the Merger Consideration payable to holders of shares of OUTD Common Stock entitled to receive such consideration and Parent will promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of shares of OUTD Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments will be the property of, and paid to, Parent. (c) Each holder of shares of Clearwire Capital OUTD Common Stock will be entitled that have been converted into the right to receivereceive the Merger Consideration, on (i) upon surrender to the Exchange Agent of a Certificatean OUTD Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor a check in the amount that such holder has the right to receive in cash, pursuant to Section 2.1 and this Article II. The Merger Consideration will be paid as promptly as practicable (by mail or (ii) receipt , to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder of an “agent’s message” OUTD Certificate) after receipt by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5. The shares of Class A Common Stock constituting the Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result of the MergerOUTD Certificate and letter of transmittal in accordance with the foregoing, at and in any event no later than three Business Days following the later to occur of (i) the Effective Time, all shares and (ii) the Exchange Agent’s receipt of Clearwire Capital Stock the OUTD Certificate and letter of transmittal in accordance with the foregoing. No interest will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have paid or accrued on any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration or on any unpaid dividends and distributions payable in respect to holders of the Clearwire Capital StockOUTD Certificates. (cd) If any portion of the Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered OUTD Certificate or the transferred Uncertificated Share is registered, it will be a condition to the of such payment that that (i) either the surrendered OUTD Certificate will be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the such payment will pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of the surrendered OUTD Certificate or Uncertificated Share or will establish to the satisfaction of the Exchange Agent that the such Tax has been paid or is not payable. (de) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital OUTD Common Stock. From and after the Effective Time, the holders of OUTD Certificates representing shares of OUTD Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of OUTD Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, OUTD Certificates or Uncertificated Shares are presented to NewCothe Exchange Agent or Parent, they will be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock consideration provided for, and in accordance with the procedures set forth, forth in this Article 2II. Notwithstanding anything to the contrary contained in this Agreement, the Surviving Corporation is obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by OUTD on shares of OUTD Common Stock in accordance with the terms of this Agreement prior to the date hereof and which remain unpaid at the Effective Time. (ef) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) Fund that remains unclaimed by the holders of shares of Clearwire Capital OUTD Common Stock twelve months one year after the Closing Date Effective Time will be returned to NewCoParent, on upon demand. Any , and any such holder who has not exchanged his or her shares of Clearwire Capital OUTD Common Stock for the Merger Consideration in accordance with this Section 2.6 before Article II prior to that date time will thereafter look only to NewCo Parent for payment delivery of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, Consideration in respect of those such holder’s shares without any interest thereonof OUTD Common Stock. Regardless Notwithstanding the foregoing, none of Parent, Merger Sub, the preceding sentence, NewCo Surviving Corporation or OUTD will not be liable to any holder of shares of Clearwire Capital OUTD Common Stock for any amounts properly paid Merger Consideration delivered to a public official under pursuant to applicable abandoned property, escheat or similar property Laws. Any amounts Merger Consideration remaining unclaimed by holders of shares of Clearwire Capital OUTD Common Stock six years after the Closing Date (or that earlier date, immediately before the prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) will becomeAuthority will, to the extent permitted by applicable LawLaws, become the property of NewCo, Parent free and clear of any claims or interest of any Person previously entitled thereto. (g) Parent and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Person who was a holder of OUTD Common Stock immediately prior to the Effective Time such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign Tax Law. To the extent that amounts are so withheld (and paid to the applicable Governmental Authority) by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. (h) In the event any OUTD Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed OUTD Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.1; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed OUTD Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Parent, or, if reasonably required by Parent, a bond in such reasonable sum as Parent may direct, as indemnity against any claim that may be made against Parent or the Exchange Agent in respect of OUTD Certificates alleged to have been lost, stolen or destroyed.

Surrender and Payment. (a) Clearwire has appointed At or promptly after the Exchange Agent for Effective Time (but in any event within one Business Day), the purpose of exchanging the Merger Consideration for: Parent shall deposit, or shall cause to be deposited (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates representing that immediately prior to the Effective Time evidenced shares of Clearwire Capital Company Common Stock (the “Certificates”) or and (iiB) uncertificated shares of Clearwire Capital Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under Section 3.1(a) (the “Fund”). Promptly As soon as reasonably practicable after the Closing DateEffective Time and in any event not later than the third (3rd) Business Day following the Effective Time, NewCo will send, or will cause the Exchange Paying Agent to send, shall mail to each holder of shares of Clearwire Capital Company Common Stock at the Effective Time a letter of transmittal in customary form and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled. (b) Each holder of shares of Clearwire Capital Company Common Stock will that have been converted into the right to receive the Merger Consideration shall be entitled to receive, on upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a properly completed letter of transmittal, or or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that in respect of the holder has a right to receive under Section 2.5. The shares of Class A Company Common Stock constituting formerly represented by such holder’s Certificate or Uncertificated Share. Until so surrendered or transferred, as the Merger Consideration will be in uncertificated book-entry formcase may be, unless a physical certificate is requested by the holder each such Certificate or is otherwise required under applicable Law. As a result of the Merger, at Uncertificated Share shall represent after the Effective Time, Time for all shares of Clearwire Capital Stock will cease to be outstanding and each holder of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Stock, except purposes only the right to receive the such Merger Consideration payable in respect of the Clearwire Capital StockConsideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable such Uncertificated Share will shall be properly transferred, and transferred and (ii) the Person requesting the such payment will shall pay to the Exchange Paying Agent any transfer or other Taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the reasonable satisfaction of the Exchange Paying Agent that the Tax has such Taxes have been paid or is are not payable. (d) After At and after the Effective Time, there will shall be no further registration transfers on the stock transfer books of transfers of shares of Clearwire Company Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCothe Surviving Corporation, they will shall be canceled cancelled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with with, the procedures set forth, forth in this Article 2III. (e) Any portion of the Merger Consideration made available to the Exchange Paying Agent under Section 2.6(apursuant to (a) that remains unclaimed by the holders of shares of Clearwire Capital Company Common Stock twelve (12) months after the Closing Date will Effective Time shall, at the request of Parent, be returned delivered to NewCothe Surviving Corporation, on demand. Any and any such holder who has not exchanged shares of Clearwire Capital Company Common Stock for the Merger Consideration in accordance with this Section 2.6 before 3.4 prior to that date will time shall thereafter look only to NewCo the Surviving Corporation for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless Notwithstanding anything to the contrary contained herein, none of the preceding sentenceAcquirer Parties, NewCo will not the Company, the Paying Agent or any other Person shall be liable to any holder or former holder of shares of Clearwire Capital Company Common Stock for any amounts amount properly paid delivered to a public official under pursuant to applicable abandoned property, escheat or similar Laws. (f) The Paying Agent will invest all cash included in the Fund as directed by Parent; provided, however, that any investment of such cash will be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, and, in any such case, no such instrument will have a maturity exceeding three months, and that no such investment or loss thereon will affect the amounts payable to holders of Certificates or Uncertificated Shares pursuant to this Article III. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) interest and other income resulting from such investments will become, be paid to the Surviving Corporation pursuant to Section 3.4(e). To the extent permitted by applicable Lawthat there are losses with respect to such investments, or the property Fund diminishes for other reasons below the level required to make prompt payments of NewCothe Merger Consideration as contemplated hereby, free and clear Parent will promptly replace or restore the portion of the Fund lost through investments or other events so as to ensure that the Fund is, at all times, maintained at a level sufficient to make such payments. The Fund will not be used for any claims or interest of any Person previously entitled theretopurpose other than the foregoing.

Surrender and Payment. (a) Clearwire has appointed At the Exchange Agent for the purpose of exchanging the Merger Consideration for: (i) certificates representing shares of Clearwire Capital Stock (the “Certificates”) or (ii) uncertificated shares of Clearwire Capital Stock (the “Uncertificated Shares”). Promptly after the Closing DateEffective Time, NewCo will send, or will cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Xxxxxxxxxxx.xxx Common Stock at and CMJ Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to XXX.xxx of a Certificate, shall be entitled to receive the Merger Consideration in respect of the shares of common stock represented by such Certificate, subject to the escrow arrangements described in Section 1.3(b) and in the Escrow Agreement. Until so surrendered, each such Certificate shall, after the Effective Time a letter Time, represent for all purposes only the right to receive such Merger Consideration. Notwithstanding the foregoing, no stockholder of transmittal CMJ or Xxxxxxxxxxx.xxx shall be entitled to receive any certificates representing XXX.xxx Common Stock unless and instructions that will specify that until such stockholders shall have executed and delivered to XXX.xxx the delivery will be effected, and risk of loss and title will pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange AgentStockholders Agreement (as hereinafter defined). (b) Each holder Notwithstanding the foregoing paragraph (a), a number of shares of Clearwire Capital XXX.xxx Common Stock will be entitled to receive(and, on (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer the Xxxxxxxx Options, option certificates representing the right to acquire 30% of Uncertificated Shares, the aggregate underlying shares of XXX.xxx Common Stock) equal to 30% of each of the Xxxxxxxxxxx.xxx Merger Consideration that and the holder has a right CMJ Merger Consideration (without giving effect to receive under Section 2.5. The shares of Class A Common Stock constituting any potential adjustment to the Merger Consideration will be pursuant to Sections 1.5(b), (d) or (e) hereof) issued on the Closing Date (the "Escrow Fund") in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law. As a result name of the Mergerrespective stockholders and optionholders of Xxxxxxxxxxx.xxx and CMJ entitled thereto, at shall be delivered to The Chase Manhattan Bank, a New York State Chartered Bank (the Effective Time"Escrow Agent") on the Closing Date, together with executed but undated stock powers and other proper instruments of assignments signed by such stockholders and optionholders transferring to XXX.xxx all of such stockholders' and optionholders' rights, title and interest in and to the subject shares of Clearwire Capital Stock will cease of, and options to purchase, XXX.xxx Common Stock, to be outstanding and each holder held in accordance with the terms of Clearwire Capital Stock will cease the escrow agreement (the "Escrow Agreement") attached hereto as Exhibit A. The Escrow Fund shall be maintained as security for the possible adjustments to have any rights with respect to the Clearwire Capital Stock, except the right to receive the Merger Consideration payable pursuant to Sections 1.5(b), (d) and (e) hereof; provided, however, that notwithstanding anything to the contrary herein, in respect the event that any adjustments to the Xxxxxxxxxxx.xxx Merger Consideration or the CMJ Merger Consideration pursuant to Section 1.5(b) and (d) hereof exceed the amount of Xxxxxxxxxxx.xxx Merger Consideration or CMJ Merger Consideration (as the case may be) being held in the Escrow Fund, such Merger Consideration shall, nevertheless, be reduced by the amount of such excess; provided, further, that the foregoing proviso shall not apply to any adjustment required by Section 1.5(d) hereof to the extent that such adjustment relates to or arises out of a breach of any of the Clearwire Capital Stockrepresentations or warranties contained in Sections 3.15, 3.17, 3.18, 3.20, 4.15, 4.17, 4.18 or 4.20 hereof. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition to the payment that (i) either registration of the Merger Consideration that the surrendered Certificate will shall be properly endorsed or will otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and (ii) and that the Person requesting such delivery of the payment will Merger Consideration shall pay to the Exchange Agent XXX.xxx any transfer or other Taxes taxes required as a result of such registration in the payment to name of a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the reasonable satisfaction of the Exchange Agent XXX.xxx that the Tax such tax has been paid or is not payable. (d) After . The XXX.xxx Common Stock issued to the Effective Timestockholders of Xxxxxxxxxxx.xxx and CMJ entitled thereto, there will be no further registration of transfers of the Xxxxxxxx Options and the shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect XXX.xxx Common Stock issuable upon exercise of the Clearwire Capital Stock provided forXxxxxxxx Option shall be subject to the restrictions on transfer set forth in the Investment Letter, and the certificates evidencing such XXX.xxx Common Stock and options shall bear the restrictive legends set forth in accordance with the procedures set forthInvestment Letter. For purposes of this Agreement, in this Article 2"Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Stock six years after the Closing Date (or that earlier date, immediately before the time when the amounts would otherwise escheat to or become property of any Governmental Authority) will become, to the extent permitted by applicable Law, the property of NewCo, free and clear of any claims or interest of any Person previously entitled thereto.

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

Surrender and Payment. (a) Clearwire has appointed Prior to the Effective Time, the Company shall appoint an agent (the “Exchange Agent Agent”) for the purpose of exchanging the Merger Consideration for: (i) certificates representing that evidence shares of Clearwire Capital Class B Common Stock for certificates evidencing the shares of Common Stock (the “Certificates”) or (ii) uncertificated shares to which the holder shall be entitled as a result of Clearwire Capital Stock (the “Uncertificated Shares”)Recapitalization. Promptly after the Closing DateEffective Time, NewCo will the Company shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Clearwire Capital Class B Common Stock at the Effective Time a letter of transmittal and instructions that will (which shall specify that the delivery will shall be effected, and risk of loss and title will shall pass, only on upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Clearwire Capital Class B Common Stock will that have been converted into shares of Common Stock shall be entitled to receive, on (i) upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt certificates evidencing shares of an “agent’s message” Common Stock in respect of the shares of Class B Common Stock evidenced by the Exchange Agent (or other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the aggregate Merger Consideration that the holder has a right to receive under Section 2.5Certificate. The shares of Class A Common Stock constituting issued as part of such Recapitalization, at the Merger Consideration will Company’s option, shall be in uncertificated book-entry form, transmitted to the holder through the Depository Trust Company’s electronic delivery system, unless a physical certificate is requested by the a holder of a Certificate or is otherwise required under applicable Lawlaw. As a result of The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Merger, at Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. From and after the Effective Time, all shares of Clearwire Capital Class B Common Stock will cease shall no longer be deemed to be outstanding and each holder shall not have the status of Clearwire Capital Stock will cease to have any rights with respect to the Clearwire Capital Class B Common Stock, and all rights of the holders of Class B Common Stock shall cease, except for the right to receive shares of Common Stock in accordance with the Merger Consideration payable in respect of the Clearwire Capital StockRecapitalization. (c) If any portion of the Merger Consideration Common Stock to which a holder is entitled is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredissued, it will shall be a condition to the such payment that that (i) either the surrendered such Certificate will shall be properly endorsed or will shall otherwise be in proper form for transfer or the applicable Uncertificated Share will be properly transferred, and and (ii) the Person requesting the such payment will shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of the such payment to a Person other than the registered holder of the such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that the Tax such tax has been paid or is not payable. (d) After the Effective Time, there will be no further registration of transfers of shares of Clearwire Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to NewCo, they will be canceled and exchanged for the Merger Consideration payable in respect of the Clearwire Capital Stock provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent under Section 2.6(a) that remains unclaimed by the holders of shares of Clearwire Capital Stock twelve months after the Closing Date will be returned to NewCo, on demand. Any holder who has not exchanged shares of Clearwire Capital Stock for the Merger Consideration in accordance with this Section 2.6 before that date will look only to NewCo for payment of the Merger Consideration, and any dividends and distributions with respect to the Merger Consideration, in respect of those shares without any interest thereon. Regardless of the preceding sentence, NewCo will not be liable to any holder of shares of Clearwire Capital Stock for any amounts properly paid to a public official under applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Clearwire Capital Class B Common Stock six two years after the Closing Date Effective Time (or that such earlier date, immediately before the prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) will shall become, to the extent permitted by applicable Lawlaw, the property of NewCo, the Company free and clear of any claims or interest of any Person previously entitled thereto. (e) No dividends or other distributions with respect to the Common Stock issued as a result of the Recapitalization, and no cash payment in lieu of fractional shares as provided in Section 1.05, shall be paid to the holder of any Certificates representing shares of Class B Common Stock not surrendered until such Certificates are surrendered as provided in this Section. (f) The Company and the Exchange Agent may establish other arrangements consistent with the intent of this Section 1.03 to effect the exchange of shares of Class B Common Stock held in book-entry form for shares of Common Stock into which they are reclassified and converted as result of the Recapitalization.