{"id":40788,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/governance-agreement-sprint-corp-and-earthlink-network-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"governance-agreement-sprint-corp-and-earthlink-network-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/governance-agreement-sprint-corp-and-earthlink-network-inc.html","title":{"rendered":"Governance Agreement &#8211; Sprint Corp. and EarthLink Network Inc."},"content":{"rendered":"<pre>\n\n          THIS GOVERNANCE AGREEMENT, dated as of February 10, 1998 (this\n\"Agreement\"), is entered into by and among SPRINT CORPORATION, a Kansas\ncorporation (\"Sprint\"), SPRINT COMMUNICATIONS COMPANY L.P., a Delaware limited\npartnership (\"Sprint L.P.\"), DOLPHIN, INC., a Delaware corporation (\"Newco\"),\nand EARTHLINK NETWORK, INC., a Delaware corporation (the \"Company\").\n\n          WHEREAS, the respective Boards of Directors of Sprint and the Company\nhave determined to enter into a strategic relationship in the area of Internet\naccess and related services and Sprint will make investments in Newco and the\nCompany in connection with the Merger (as defined below) of Newco Sub, Inc., a\nDelaware corporation (\"Newco Sub\"), and the Company in order to enhance the\ncapabilities for growth and financial and strategic success;\n\n          WHEREAS, pursuant to an Investment Agreement, dated as of February 10,\n1998, among Sprint, Sprint L.P., the Company, Newco and Newco Sub (the\n\"Investment Agreement\"), Sprint proposes to make a tender offer (as it may be\namended from time to time as permitted under the Investment Agreement, with the\nCompany's consent, if required under the Investment Agreement, the \"Tender\nOffer\") to purchase 1,250,000 shares of Common Stock for an aggregate cash\nconsideration of $56,250,000 and at a price per share of Common Stock of $45 net\nto each seller in cash (such price, as may hereafter be changed, the \"Tender\nOffer Price\"), upon the terms and subject to the conditions set forth in the\nInvestment Agreement; and the Board of Directors of the Company has approved the\nTender Offer and the other transactions contemplated by the Investment Agreement\nand is recommending that the Company's stockholders who wish to receive cash for\ntheir shares of Common Stock accept the Tender Offer;\n\n          WHEREAS, immediately following the closing of the Tender Offer, Sprint\nL.P. proposes to purchase 4,102,941 shares of Series A Convertible Preferred\nStock, par value $.01 per share of Newco (the \"Series A Stock\") in exchange for\n(i) an aggregate cash consideration of $23,750,000, (ii) the assignment to Newco\nof 100% of the Sprint Internet Passport Subscribers, and (iii) entering into a\nnetwork agreement whereby Newco and the Company will utilize Sprint L.P.'s long-\ndistance network under specified terms and conditions;\n\n          WHEREAS, Sprint L.P. will enter into a marketing agreement whereby\nNewco and the Company will utilize the Sprint brand under specified terms and\nconditions and will, inter alia, have the right to use Sprint L.P. distribution\n                     ----- ----                                                \nchannels under specified terms and conditions and agree to sell certain Sprint\nL.P. products;\n\n          WHEREAS, pursuant to the Investment Agreement certain stockholders of\nthe Company have (i) executed and delivered to Sprint and Sprint L.P. an\nAgreement to Vote Stock, (ii) executed and delivered to Sprint and Sprint L.P.\nan Agreement to Vote and Tender Stock, and (iii) entered into a Stockholders\nAgreement with Sprint and Sprint L.P.;\n\n                                       1\n\n \n          WHEREAS, Sprint shall provide Newco and the Company, as co-borrowers,\nwith up to $25 million of Convertible Senior Debt financing on or after the\nClosing, with such amount to increase to up to $100 million over time (the\n\"Convertible Debt Financing\"), such indebtedness to be evidenced by one or more\nConvertible Senior Promissory Note(s) (the \"Convertible Notes), and to be\nsubject to the terms and conditions of the Credit Agreement;\n\n          WHEREAS, the closing of the acquisition of the Series A Stock and the\nother transactions referred to above other than the Tender Offer shall take\nplace concurrently with the merger of Newco Sub into the Company (the \"Merger\")\nand the conversion of each share of the Company's outstanding Common Stock into\none share of Newco common stock, par value $.01 per share (\"Newco Common\nStock\"), pursuant to the Merger, in each case upon the terms and subject to the\nconditions set forth in any applicable Ancillary Agreement;\n\n          WHEREAS, Sprint, Sprint L.P., the Company and Newco desire to make\ncertain representations, warranties, covenants and agreements and also to\nprescribe various conditions in connection with the transactions contemplated by\nthis Agreement;\n\n          WHEREAS, Sprint, Sprint L.P., Newco and the Company desire to\nestablish in this Agreement certain terms and conditions concerning the\ncorporate governance of Newco, the acquisition and disposition of Equity\nSecurities by the Affiliated Equity Holders, the rights of Sprint to make offers\nto purchase all of the outstanding securities of Newco not owned by Affiliated\nEquity Holders and the rights of the Board of Directors of Newco to receive and\nentertain offers to effect Business Combinations, all as more particularly\ndescribed herein; and\n\n          WHEREAS, Sprint and Sprint L.P. are prepared to ensure that the voting\nagreements made by each of them pursuant to this Agreement are fulfilled by\ngiving the Company and Newco, or either of them, an Irrevocable Proxy (coupled\nwith an interest).\n\n          NOW, THEREFORE, in consideration of the mutual promises and agreements\ncontained herein and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto, intending to\nbe legally bound, hereby agree as follows:\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n                                  -----------\n\n          SECTION 1.01.  Definitions.  As used in this Agreement, the following\n                         -----------                                           \nterms shall have the following meanings:\n\n          \"Acquisition Proposal\" means any proposal for a tender or exchange\n           --------------------                                             \noffer, a merger, consolidation, share exchange or other business combination, in\nwhich Newco is a constituent party to the merger, consolidation, share exchange\nor combination, or a sale of securities (other than Transaction Securities),\nrecapitalization, liquidation, dissolution or similar transaction involving\nNewco or any proposal or offer to acquire in any manner, directly or indirectly,\na material equity interest in, or a material amount of voting securities (with\nthe \n\n                                       2\n\n \nacquisition of beneficial ownership of 20% or more of the Voting Equity\nSecurities of Newco being deemed to be material for this purpose) or assets of,\nNewco, other than the transactions contemplated by this Agreement with respect\nto Affiliated Equity Holders effected in accordance with this Agreement. A\nMaterial Sale will constitute an Acquisition Proposal.\n\n          \"Affiliate\" has the meaning assigned to such term in the Investment\n           ---------                                                         \nAgreement.\n\n          \"Affiliated Equity Holders\" means Sprint, Sprint L.P.  and any of\n           -------------------------                                       \ntheir respective Affiliates (exclusive of the Company, Newco and Newco's\nSubsidiaries) that, as of any relevant date of determination, are holders of\nEquity Securities.\n\n          \"Alternative Securities\" means a new series of Preferred Stock having\n           ----------------------                                              \nterms that are structured and priced in the same manner as the terms of the\nSeries A Stock (including, without limitation, date of allowable optional\nredemption, dividend rate, liquidation value, redemption value, conversion\npremium and conversion rate), provided, that, all of such terms are determined,\n                              --------  ----                                   \nif applicable, by reference to the Average Stock Price for the 30 trading days\nprior to the date of issuance of such Alternative Securities.\n\n          \"Ancillary Agreements\" has the meaning assigned to such term in the\n           --------------------                                              \nInvestment Agreement, but for purposes of this Agreement shall also include the\nInvestment Agreement.\n\n          \"Associate\" has the same meaning as in Rule 12b-2 promulgated under\n           ---------                                                         \nthe Exchange Act.\n\n          \"Available Top-Up Shares\" means, in respect of any issuance of\n           -----------------------                                      \nTransaction Securities, the number of shares of Common Stock underlying Equity\nSecurities that Sprint may purchase from Newco pursuant to Section 3.01(d)\nhereof following an issuance of Transaction Securities, determined as follows:\n\n          Available Top-Up Shares = (x) (1\/(1-SPI) - 1),\n\nwhere x equals the number of Transaction Securities issued in such transaction\nand SPI equals Sprint's Percentage Interest expressed as a decimal carried to\nthe third place.  As permitted in Section 3.01(e) hereof, Available Top-Up\nShares may, at Sprint's discretion, to the extent indicated in such section, be\nin the form of shares of Newco Common Stock or Alternative Securities\nconvertible into an equivalent number of shares of Newco Common Stock.\n\n          \"Average Stock Price\" means an average of the closing sales prices of\n           -------------------                                                 \na share of Newco Common Stock for a specified period as reported by the\nprincipal securities market or exchange on which such stock is then traded.\n\n          \"Beneficial Owner\"  shall be a Person who shall be deemed to\n           ----------------                                           \n\"beneficially own\" any securities:\n\n          (a)  which such Person or any of such Person's Affiliates or\n     Associates, directly or indirectly, has the right to acquire (whether such\n     right is exercisable \n\n                                       3\n\n \n     immediately or only after the passage of time) pursuant to any agreement,\n     arrangement or understanding (whether or not in writing) or upon the\n     exercise of conversion rights, exchange rights, rights, warrants, options\n     or otherwise;\n\n          (b)  which such Person or any such Person's Affiliates or Associates,\n     directly or indirectly, has the right to vote or dispose of or has\n     \"beneficial ownership\" of (as determined pursuant to Rule 13d-3 under the\n     Exchange Act as such Rule is in effect on the date of this Agreement),\n     including pursuant to any agreement, arrangement or understanding, whether\n     or not in writing; provided, however, that a Person shall not be deemed the\n                        --------  -------                                       \n     \"Beneficial Owner\" of, or to \"beneficially own,\" any security under this\n     subparagraph (b) as a result of an agreement, arrangement or understanding\n     to vote such security if such agreement, arrangement or understanding\n     arises solely from a revocable proxy given in response to a public proxy or\n     consent solicitation made by Newco or the Company pursuant to, and in\n     accordance with, the applicable provisions of the General Rules and\n     Regulations under the Exchange Act; or\n\n          (c)  which are beneficially owned, directly or indirectly, by any\n     other Person (or any Affiliate or Associate thereof) with which such Person\n     (or any of such Person's Affiliates or Associates) has an agreement,\n     arrangement or understanding (whether or not in writing), for the purpose\n     of acquiring, holding, voting (except pursuant to a revocable proxy as\n     described in the proviso to subparagraph (b)) or disposing of any voting\n     securities of Newco or the Company; provided, however, that nothing in this\n                                         --------  -------\n     subparagraph (c) shall cause a person engaged in business as an underwriter\n     of securities to be the \"Beneficial Owner\" of, or to \"beneficially own,\"\n     any securities acquired through such person's participation in good faith\n     in a firm commitment underwriting under the Act until the expiration of 40\n     days after the date of such acquisition.\n\n          \"Board\" or \"Board of Directors\" means the Board of Directors of Newco\n           -----      ------------------                                       \nexcept where the context requires otherwise.\n\n          \"Business Combination\" means a transaction, undertaken in any form\n           --------------------                                             \nwhatsoever, involving (i) the purchase or acquisition of Equity Securities if\nthe consummation of such transaction would result in the purchaser beneficially\nowning 35% or more of the Equity Securities outstanding, or (ii) a merger,\nconsolidation, combination, share exchange, reorganization or other\nextraordinary transaction with respect to Newco in which, upon consummation\nthereof, the shareholders or owners of the other entity that is a party thereto,\nor the controlling Persons thereof, would acquire beneficial ownership of 50% or\nmore of the Equity Securities outstanding.  A Significant Sale will constitute a\nBusiness Combination.  A Business Combination shall not include (A) transactions\ncontemplated by this Agreement with respect to Affiliated Equity Holders\neffected in accordance with this Agreement or (B) any acquisition of beneficial\nownership of Equity Securities resulting from the formation of a \"group,\" as\ndefined in Rule 13d-5(b) of the Exchange Act, without the occurrence of any\ntransaction that would otherwise constitute a Business Combination.\n\n                                       4\n\n \n          \"Certificate of Designation\" means the Certificate of Designation of\n           --------------------------                                         \nRights, Preferences and Privileges for the Series A Stock.\n\n          \"Closing\" shall have the meaning given to such term in the Investment\n           -------                                                             \nAgreement.\n\n          \"Common Stock\" means the common stock, $.01 par value, of the Company.\n           ------------                                                         \n\n          \"Company\" means EarthLink Network, Inc., a Delaware corporation, and\n           -------                                                            \nany successor thereto.\n\n          \"Conversion Ratio\" means, with respect to (i) the Series A Stock, the\n           ----------------                                                    \nquotient of the \"Liquidation Value\" divided by the \"Conversion Price,\" as those\nterms are defined in the Certificate of Designation, assuming the acceleration\nof the full amount of the Liquidation Accretion Dividends as contemplated by the\nlast sentence of Section 3(a)(i) of the Certificate of Designation, (ii) any\nother class or series of Preferred Stock, the conversion ratio pertaining to\nsuch class or series, as in effect on the date of determination, and (iii) the\nConvertible Notes, the \"Conversion Price\" for each such note as defined in the\nCredit Agreement, as in effect on the date of determination.\n\n          \"Convertible Notes\" shall have the meaning set forth in the Recitals\n           -----------------                                                  \nto this Agreement.\n\n          \"Dilution Factor\" means, in respect of any issuance of Transaction\n           ---------------                                                  \nSecurities, a fraction expressed as a decimal carried to the third place, equal\nto one minus the quotient of the number of Transaction Securities issued divided\nby the total number of shares of Newco Common Stock outstanding on a Fully-\nDiluted Basis, after giving effect to such issuance of Transaction Securities.\n\n          \"Director\" means a member of the Board of Directors.\n           --------                                           \n\n          \"Discriminatory Transaction\"  means any transaction or other corporate\n           --------------------------                                           \naction (other than those specifically contemplated by the express terms of this\nAgreement and other than those imposed, without the happening of a contingency,\non each other stockholder on an equal basis) which would (i) impose limitations\non the legal rights of any Affiliated Equity Holder as a stockholder of Newco,\nincluding, without limitation, any action which would impose restrictions based\nupon the size of security holding, the business in which a securityholder is\nengaged or other considerations applicable to any Affiliated Equity Holder and\nnot to stockholders generally, (ii) deny any benefit to any Affiliated Equity\nHolder, proportionately as a holder of any class of Voting Equity Securities,\nthat is made available to other holders of any class of Voting Equity\nSecurities, or (iii) otherwise materially adversely discriminate against any\nsuch Affiliated Equity Holders as stockholders of Newco; provided, however, that\n                                                         --------  -------      \n(v) under no circumstances shall the adoption and implementation by Newco of a\nStockholders' Right Plan (commonly known as a \"poison pill\") be deemed to be a\nDiscriminatory Transaction if such plan would be permitted under Section 4.07\nhereof; (w) subject to the proviso in the last sentence of Section 2.04 hereof,\nthe adoption and implementation of a classified Board of Directors through \n\n                                       5\n\n \nan amendment to Newco's Certificate of Incorporation and Bylaws shall not be\ndeemed to be a Discriminatory Transaction; (x) under no circumstances shall a\nBusiness Combination be deemed to be a Discriminatory Transaction if in such\nBusiness Combination (A) neither the Liquidation Value nor the Conversion Price\nof the Series A Stock is changed, and (B) upon consummation of such Business\nCombination, the automatic conversion of all outstanding shares of Series A\nStock into shares of Newco Common Stock thereupon and, if applicable, the\nacceleration of the full amount of the Liquidation Accretion Dividends as\ncontemplated by the last sentence of Section 3(a)(i) of the Certificate of\nDesignation, the holders of Series A Stock shall be offered the right to receive\nconsideration at the same times (except for any differences in the times at\nwhich such holders receive such consideration that occur because of the\napplication of the HSR Act (or any applicable waiting periods thereunder) to the\nconversion of the Series A Stock into Newco Common Stock), and in the same\namount and the same form per share as all other holders of Newco Common Stock;\n(y) it shall not be a Discriminatory Transaction for Newco to take action or\nomit to take action having any of the consequences identified under (i), (ii)\nand (iii) above to the extent that any such consequence occurs as a result of a\nmaterial breach or violation by any Affiliated Equity Holder of this Agreement;\nand (z) the execution by Newco, the Company or any Significant Subsidiary of a\ndefinitive agreement with respect to a Business Combination, which agreement is\nconsistent with the requirements of Section 4.03(c) hereof, shall not be a\nDiscriminatory Transaction.\n\n          \"Effectiveness of this Agreement\" means such time as this Agreement\n           -------------------------------                                   \nbecomes effective, if ever, pursuant to Section 7.01 hereof.\n\n          \"Equity Security\" means (i) any Newco Common Stock, (ii) any debt or\n           ---------------                                                    \nequity securities of Newco convertible into or exchangeable for Newco Common\nStock or other Voting Equity Securities, (iii) any options, rights or warrants\n(or any other similar securities) issued by Newco to acquire Newco Common Stock\nor other Voting Equity Securities or (iv) any security issuable in connection\nwith any stock split, stock dividend, recapitalization or other similar\ntransaction in which securities are issued on a proportionate basis to all\nholders of a class of Equity Securities.\n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as amended,\n           ------------                                                        \nand the rules and regulations promulgated thereunder.\n\n          \"Fair Private Market Value\" means the aggregate private market equity\n           -------------------------                                           \nvalue (including control premium) that an unrelated third party would pay if it\nwere to acquire all of Newco's outstanding Equity Securities (including Equity\nSecurities held by Affiliated Equity Holders) in an arm's-length transaction,\nassuming (i) that all credible buyers are given an equal opportunity by Newco to\nmake and effectuate an Acquisition Proposal, (ii) the absence of any commercial\nrelations between Newco and the Company, on the one hand, and Sprint and its\nAffiliates, on the other hand, and (iii) the absence of any ownership stake in\nNewco by Affiliated Equity Holders.  The Fair Private Market Value shall be\ndetermined in accordance with Section 4.02 hereof.\n\n                                       6\n\n \n          \"Fully-Diluted Basis,\" with reference to the number of shares of Newco\n           -------------------                                                  \nCommon Stock outstanding at any time, means the number of shares of Newco Common\nStock outstanding at that time, plus the number of shares of Newco Common Stock\ninto which or for which all options (both vested and unvested), warrants, rights\nand other Equity Securities convertible into or exchangeable for Newco Common\nStock may be exercised, converted or exchanged for shares of Newco Common Stock\nat the appropriate Conversion Ratio.\n\n          \"Higher Threshold\" means 20% at Closing, and as thereafter adjusted\n           ----------------                                                  \nfollowing any issuance of Transaction Securities by multiplying the Higher\nThreshold in effect prior to such issuance, expressed as a decimal carried to\nthe third place, by the Dilution Factor; provided, that, if following such\n                                         --------  ----                   \nissuance of Transaction Securities, a Primary Share Offer is made by Newco\npursuant to Section 3.01(d) hereof, the Higher Threshold shall immediately be\nincreased, but never above .200, to H\\2,\\ which is to be determined as\nfollows:\n\n          H\\2\\= ((x\/y) (H\\0\\- H\\1\\)) + H\\1\\\n\nwhere:\n\nx    =    the number of shares offered to Sprint pursuant to a Primary Share\n          Offer;\n\ny    =    the number of Available Top-Up Shares;\n\nH\\0\\ =    .200; and\n\nH\\1\\ =    the Higher Threshold in effect after the issuance of Transaction\n          Securities.\n\n\n          \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of\n           -------                                                           \n1976, as amended, and the regulations promulgated thereunder.\n\n          \"Independent Director\" means a Director of Newco (i) who is not and\n           --------------------                                              \nhas never been an officer or employee of Newco, any Affiliate or Associate of\nNewco or of an entity that derived 5% or more of its revenues or earnings in any\nof its three most recent fiscal years from transactions involving Newco or any\nAffiliate or Associate of Newco, (ii) who is not and has never been an officer,\nemployee or director of Sprint, any Affiliate or Associate of Sprint or an\nentity that derived more than 5% of its revenues or earnings in any of its three\nmost recent fiscal years from transactions involving Sprint or any Affiliate or\nAssociate of Sprint and (iii) who has no affiliation, compensation, consulting\nor contracting arrangement with Newco, Sprint or their respective Affiliates or\nAssociates or any other entity such that a reasonable person would regard such\nDirector as likely to be unduly influenced by management of Newco, the Company\nor Sprint, respectively, or their respective Affiliates or Associates, but shall\nnot include any Investor Director or Management Director.\n\n          \"Intervening Offer\" means an Offer for aggregate consideration\n           -----------------                                            \nreasonably determined in good faith by the Board of Directors to be in excess of\nthe aggregate consideration proposed to be paid by Sprint in a Sprint Offer or a\nQualified Offer, as applicable.  An Intervening Offer shall be reflected in a\nform of definitive agreement which the offeror is \n\n                                       7\n\n \nprepared to execute. The conditions to consummation of an Intervening Offer and\nthe representations, warranties and covenants set forth in the Intervening Offer\nshall be customary for a transaction of that type. In evaluating whether an\nOffer shall qualify as an Intervening Offer, the Board of Directors shall, in\nreliance upon the advice of its financial advisors, reasonably and in good faith\n(i) value any securities or other non-cash property constituting all or a\nportion of the aggregate consideration comprising such Intervening Offer and\n(ii) take into consideration in its evaluation of such Intervening Offer the\neffect of any financing contingency upon the likelihood of such Intervening\nOffer being consummated.\n\n          \"Investment Agreement\" has the meaning set forth in the Recitals to\n           --------------------                                              \nthis Agreement.\n\n          \"Investor Director\" means a Director who is designated for such\n           -----------------                                             \nposition by Sprint in accordance with Section 2.01.\n\n          \"Irrevocable Proxy\" means the Irrevocable Proxy granted by each of\n           -----------------                                                \nSprint and Sprint L.P. in the form attached hereto.\n\n          \"Lower Threshold\" means 10% at Closing, and as thereafter adjusted\n           ---------------                                                  \nfollowing any issuance of Transaction Securities by multiplying the Lower\nThreshold in effect prior to such issuance, expressed as a decimal carried to\nthe third place, by the Dilution Factor; provided, that, if following such\n                                         --------  ----                   \nissuance of Transaction Securities, a Primary Share Offer is made by Newco\npursuant to Section 3.01(d) hereof, the Lower Threshold shall immediately be\nincreased, but never above .100, to L\\2,\\ which is to be determined as follows:\n\n          L\\2\\ = ((x\/y) (L\\0\\- L\\1\\)) + L\\1\\\n\nwhere:\n\nx    =    the number of shares offered to Sprint pursuant to a Primary Share\n          Offer;\n\ny    =    the number of Available Top-Up Shares;\n\nL\\0\\ =    .100; and\n\nL\\1\\ =    the Lower Threshold in effect after the issuance of Transaction\n          Securities.\n\n          \"Management Director\" means a Director who is also an employee of the\n           -------------------                                                 \nCompany or Newco or any other Director designated as such by the Board of\nDirectors (or any nominating committee thereof) in accordance with Section 2.01.\n\n          \"Market Capitalization\" shall mean, as of any given date, the total\n           ---------------------                                             \nmarket value of Newco, determined by multiplying the number of shares of Newco\nCommon Stock outstanding on a Fully-Diluted Basis by the Market Price as of that\ndate.\n\n                                       8\n\n \n          \"Market Price\" means the closing sale price of a share of Newco Common\n           ------------                                                         \nStock on a given date as reported by the principal securities market or exchange\non which such stock is traded.\n\n          \"Material Sale\" means any proposal involving the sale of assets of\n           -------------                                                    \nNewco or any Subsidiary or the sale of capital stock of any Subsidiary by Newco,\nin any such case, for which the consideration proposed to be paid in such\ntransaction represents 20% or more of the Market Capitalization on the date that\nNewco receives such proposal.\n\n          \"Newco\" means Newco, Inc., a Delaware corporation and any successors\n           -----                                                              \nthereto.\n\n          \"Newco Common Stock\" means the common stock, par value, .01 per share\n           ------------------                                                  \nof Newco.\n\n          \"Newco Outstanding Stock Report\" means a report provided by Newco to\n           ------------------------------                                     \nSprint pursuant to Section 6.02(a) hereof.\n\n          \"New Security\" means any Equity Security issued by Newco; provided,\n           ------------                                             -------- \nthat, \"New Security\" shall not include (i) any Equity Securities issuable upon\n----                                                                          \nexercise or conversion of any exercisable or convertible Equity Security, (ii)\nany Equity Securities issuable in connection with any stock split, stock\ndividend, recapitalization or other similar transaction with respect to\noutstanding Equity Securities in which such securities are issued to all\nstockholders of Newco on a proportionate basis, (iii) the first 1,000,000 shares\nof Newco Common Stock (primary shares, as adjusted for any stock splits effected\nafter the Closing), sold by Newco after the date hereof (exclusive of shares\nissued pursuant to the Merger), which number shall be reduced on a share-for-\nshare basis for any shares of Common Stock of the Company issued after the date\nhereof and prior to Closing (exclusive of shares of Common Stock issued by the\nCompany pursuant to the exercise of options, warrants or other rights or\nconvertible securities to purchase such Common Stock), (iv) any Equity\nSecurities issued or granted to employees or directors of, or consultants to,\nNewco pursuant to any employee benefit plan or arrangement, and (v) any Equity\nSecurities issued to Affiliated Equity Holders.\n\n          \"Non-Recommended Third-Party Offer\" has the meaning given to such term\n           ---------------------------------                                    \nin Section 4.03(a)(ii) hereof.\n\n          \"Offer\" means a bona fide, written offer from any Person other than an\n           -----                                                                \nAffiliated Equity Holder to effect a Business Combination.\n\n          \"Person\" means an individual, a partnership, a joint venture, a\n           ------                                                        \ncorporation, a limited liability company, a business or other trust, an\nincorporated or unincorporated organization, a government or any department or\nagency thereof.\n\n          \"Postponement Right\" has the meaning given to such term in Section\n           ------------------                                               \n4.02(b) hereof.\n\n                                       9\n\n \n          \"Preferred Stock\" means any shares of Preferred Stock issued by Newco,\n           ---------------                                                      \nincluding without limitation, shares of Series A Stock.\n\n          \"Primary Share Offer\" means an offer made by Newco to Sprint pursuant\n           -------------------                                                 \nto Section 3.01(d) hereof to purchase Available Top-Up Shares following an\nissuance of Transaction Securities.\n\n          \"Pro Rata Share\" means a fraction, expressed as a decimal, carried to\n           --------------                                                      \nthe third place, (i) the numerator of which shall be the sum of (A) the number\nof shares of Newco Common Stock owned by Affiliated Equity Holders at Closing\nand (B) the number of shares of Newco Common Stock into which Equity Securities\nowned by Affiliated Equity Holders are convertible at the applicable Conversion\nRatio at Closing, and (ii) the denominator of which shall be the total number of\nshares of Newco Common Stock outstanding at Closing on a Fully-Diluted Basis,\nplus 1,000,000 less any Transaction Securities issued between the date of this\nAgreement and Closing.  The Pro Rata Share shall be held constant, except that\nif indebtedness is incurred pursuant to the Credit Agreement, then both the\nnumerator and denominator used to recalculate Pro Rata Share shall increase by\nthe number of Equity Securities created by the incurrence of such indebtedness.\nThe Parties acknowledge that the Pro Rata Share, as of the date hereof, equals\n.278, subject to adjustment as set forth above.\n\n          \"Qualified Offer\" means an offer made by an Affiliated Equity Holder\n           ---------------                                                    \nto acquire all of the Equity Securities not already owned by Affiliated Equity\nHolders at a price per share in excess of the equivalent per share price set\nforth in a Third-Party Offer or an Intervening Offer, as the case may be.  A\nQualified Offer shall be reflected in a form of definitive agreement which\nSprint is prepared to execute.  The conditions to consummation of the Qualified\nOffer and the representations, warranties and covenants set forth in the\nQualified Offer shall be customary for transactions in which a similarly\nsituated stockholder offers to purchase all of the equity securities (capital\nstock and any securities that represent rights to purchase such stock) not held\nby such stockholder and may not, in any event, in the reasonable judgment of the\nBoard of Directors exercised in good faith, be more onerous in any material\nrespect than those set forth in the Third-Party Offer or the Intervening Offer,\nas the case may be.  In the evaluating whether an offer shall qualify as a\nQualified Offer, the Board of Directors shall, in reliance upon the advice of\nits financial advisors, reasonably and in good faith take into consideration in\nits evaluation of such Qualified Offer the effect of any financing contingency\nupon the likelihood of such Qualified Offer being consummated.\n\n          \"Recommended Third-Party Offer\" has the meaning given to such term in\n           -----------------------------                                       \nSection 4.03(a)(i) hereof.\n\n          \"Registration Rights Agreement\" means the Registration Rights\n           -----------------------------                               \nAgreement dated as of the date hereof, by and among Sprint, Sprint L.P. and\nNewco.\n\n          \"Right to Offer Period\" shall have the meaning given to such term in\n           ---------------------                                              \nSection 4.02(a) hereof.\n\n          \"SEC\" means the Securities and Exchange Commission.\n           ---                                               \n\n                                       10\n\n \n          \"Securities Act\" means the Securities Act of 1933, as amended, and the\n           --------------                                                       \nrules and regulations thereunder.\n\n          \"Series A Stock\" means the Series A Convertible Preferred Stock of\n           --------------                                                   \nNewco.\n\n          \"Significant Sale\" means the sale of assets of Newco or any Subsidiary\n           ----------------                                                     \nor the sale of capital stock of any Subsidiary by Newco, in any such case, for\nwhich the consideration proposed to be paid in such transaction represents 35%\nor more of the Market Capitalization on the date that Newco agrees to such sale.\n\n          \"Significant Subsidiary\" means, with reference to any person, a\n           ----------------------                                        \n\"significant subsidiary\" as defined in Rule 1-02(w) of Regulation S-X\npromulgated by the SEC.\n\n          \"Specified Number of Equity Securities,\" as it applies to the Voting\n           --------------------------------------                             \nEquity Securities owned by Affiliated Equity Holders and required pursuant to\nSection 4.02(e) or Section 4.03(d) hereof to be sold by Affiliated Equity\nHolders or voted by Affiliated Equity Holders, shall equal (i) in respect of a\ntender offer, as of a date immediately prior to the closing of the tender offer,\nthe quotient of the number of shares of Voting Equity Securities owned by\nUnaffiliated Equity Holders validly tendered into such transaction and accepted\nfor payment thereunder divided by the total number of shares of Voting Equity\nSecurities owned by Unaffiliated Equity Holders and (ii) in respect of a\nstockholder vote, as of the date of such vote, the quotient of the number of\nshares of Voting Equity Securities owned by Unaffiliated Equity Holders voted in\nfavor of the matter divided by the total number of shares of Voting Equity\nSecurities owned by Unaffiliated Equity Holders; in either case multiplied by\nthe number of shares of Voting Equity Securities owned by Affiliated Equity\nHolders on the expiration date of the tender offer or on the record date for the\nstockholders' meeting with respect to the stockholder vote, as applicable;\nprovided, that, the Affiliated Equity Holders shall have no obligation to effect\n--------  ----                                                                  \na conversion on or before the expiration of the tender offer or the record date\nin order to tender or vote such Equity Securities.\n\n          \"Standstill Provisions\" shall have the meaning given to such term in\n           ---------------------                                              \nSection 7.01 hereof.\n\n          \"Sprint Offer\" has the meaning given to such term in Section 4.02(b)\n           ------------                                                       \nhereof.\n\n          \"Sprint Ownership Report\" means a report provided by Sprint to Newco\n           -----------------------                                            \npursuant to Section 6.02(b) hereof.\n\n          \"Sprint's Percentage Interest\" means the percentage of Equity\n           ----------------------------                                \nSecurities owned by Affiliated Equity Holders, determined by converting the\nfollowing fraction into a decimal carried to the third place, (i) the numerator\nof which shall be the sum  of (A) the number of shares of Newco Common Stock\nowned by Affiliated Equity Holders and (B) the number of shares of Newco Common\nStock into which Equity Securities owned by Affiliated Equity Holders are\nconvertible at the applicable Conversion Ratio, and (ii) the denominator of\nwhich shall be the total number of shares of Newco Common Stock outstanding on a\nFully-Diluted Basis plus that portion of the 1,000,000 shares of Newco Common\nStock discussed in the definition of \"Pro \n\n                                       11\n\n \nRata Share\" which has not yet been issued as of the date of calculation. In\ndetermining the total number of shares of Newco Common Stock outstanding on a\nFully-Diluted Basis, Sprint shall be entitled to rely on capitalization\ninformation to be provided by Newco in the most recent Newco Stock Ownership\nReport. Notwithstanding any other provision of this Agreement to the contrary,\nSprint shall not be obligated under this Agreement to sell or otherwise dispose\nof any Equity Securities to reduce Sprint's Percentage Interest below the Pro\nRata Share in the event that the Sprint's Percentage Interest exceeds the Pro\nRata Share due solely to a repurchase or redemption of Equity Securities by\nNewco, the effectuation by Newco of a reverse stock split, recapitalization,\nreclassification or other action reducing the number of Equity Securities.\n\n          \"Subsidiary\" has the same meaning as in Rule 12b-2 promulgated under\n           ----------                                                         \nthe Exchange Act.\n\n          \"Tender Offer\" has the meaning set forth in the Recitals to this\n           ------------                                                   \nAgreement.\n\n          \"Third-Party Offer\" has the meaning given to such term in Section 4.03\n           -----------------                                                    \nhereof.\n\n          \"Top-Up Threshold\" means a decimal, carried to the third place,\n           ----------------                                              \ndetermined at Closing to be equal to the Pro Rata Share less .100, subject to\nsubsequent adjustment (i) for adjustments to the Pro Rata Share in accordance\nwith the penultimate sentence of the definition thereof and (ii) upon the\nissuance of Transaction Securities, by multiplying the Top-Up Threshold in\neffect prior to such issuance by the Dilution Factor; provided, that, if,\n                                                      --------  ----     \nfollowing such issuance of Transaction Securities, a Primary Share Offer is made\nby Newco pursuant to Section 3.01(d) hereof, the Top-Up Threshold shall\nimmediately be increased to T\\2,\\ which is to be determined as follows:\n\n          T\\2\\ = ((x\/y) (T\\0\\ - T\\1\\)) + T\\1\\\n\nwhere:\n\nx    =    the number of shares offered to Sprint pursuant to a Primary Share\n          Offer;    \n\ny    =    the number of Available Top-Up Shares;\n\nT\\0\\ =    the Pro Rata Share at Closing less .100; and\n\nT\\1\\ =    the Top-Up Threshold in effect after the issuance of a Transaction\n          Securities.\n\n          \"Total Voting Power\" means the aggregate number of votes entitled to\n           ------------------                                                 \nbe voted generally in an election of Directors of Newco by all of the\noutstanding Voting Equity Securities.\n\n          \"Transaction Securities\" means New Securities of Newco or Common Stock\n           ----------------------                                               \nof the Company that are issued pursuant to or in connection with any joint\nventure, strategic alliance, acquisition, tender or exchange offer, merger,\ncombination or purchase of all or substantially all of the assets of another\nentity effected by Newco or the Company in which or in connection with which\nsecurities of Newco or the Company are issued other than solely for cash.  The\nnumber of Transaction Securities issued in any such transaction shall be\ndetermined based \n\n                                       12\n\n \non the number of shares of Newco Common Stock on a Fully-Diluted Basis\nunderlying such New Securities.\n\n          \"Unaffiliated Equity Holders\" means, as of any relevant date of\n           ---------------------------                                   \ndetermination, all holders of Equity Securities other than Affiliated Equity\nHolders.\n\n          \"Underwriting Discount\" means, with respect to a Primary Share Offer,\n           ---------------------                                               \nan amount equal to the underwriting discount applied in the most recent\nunderwritten offering of Newco Common Stock (including an underwritten offering\nsimultaneous with such Primary Share Offer).\n\n          \"Voting Equity Securities\" means Equity Securities of Newco that, at\n           ------------------------                                           \nthe date of such determination, entitle the holders thereof to vote generally in\nany election of Directors.\n\n          \"Voting Power\" means the ability to vote or to control, directly or\n           ------------                                                      \nindirectly, by proxy or otherwise, the vote of any Voting Equity Securities.\n\n          \"Window Period\" shall have the meaning given to such term in Section\n           -------------                                                      \n3.01(d) hereof.\n\n          \"13D Group\" means any group of Persons formed for the purpose of\n           ---------                                                      \nacquiring, holding, voting or disposing of Voting Equity Securities which would\nbe required under Section 13(d) of the Exchange Act to file a statement on\nSchedule 13D with the SEC as a \"person\" within the meaning of Section 13(d)(3)\nof the Exchange Act, and Rule 13d-5 under the Exchange Act, if such group\nbeneficially owned Voting Equity Securities representing more than 5% of any\nclass of Voting Equity Securities then outstanding.  The agreements contemplated\nby this Agreement and the Ancillary Agreements shall be deemed not to result in\nthe formation of a 13D Group.\n\n                                  ARTICLE II\n\n                             CORPORATE GOVERNANCE\n                             --------------------\n\n          SECTION 2.01.  Composition of the Board of Directors.  The fundamental\n                         -------------------------------------                  \npolicies and strategic direction of Newco, the Company and any Significant\nSubsidiary shall be determined by their respective Boards of Directors.  The\ncomposition of each of the Board of Directors of Newco, the Company or any\nSignificant Subsidiary and manner of selecting members thereof shall be as\nfollows:\n\n          (a)  At and after the Effectiveness of this Agreement, each of the\nBoard of Directors shall be comprised of not more than 11 Directors.\n\n          (b)  Immediately following the Effectiveness of this Agreement, Newco\nand the Company shall elect to their respective Boards of Directors, and shall\nthereafter cause to be elected  to the Board of Directors of any Significant\nSubsidiaries of Newco, two individuals, each of whom shall be designated as an\nInvestor Director by Sprint.  Following the Effectiveness of this Agreement, the\ncurrent Directors of the Company listed under the heading of \n\n                                       13\n\n \n\"Management Directors\" in Schedule 2.01 shall be deemed to be Management\nDirectors of Newco and the current Directors of the Company listed under the\nheading \"Independent Directors\" in Schedule 2.01 shall be deemed to be\nIndependent Directors of Newco, in each case until the expiration of the term of\ntheir respective elections (or any earlier termination, resignation or removal).\n\n     If Newco, the Company or any Significant Subsidiary shall have a Strategic\nand Business Planning Committee (or other committee responsible for strategic\nand business planning) or a Finance Committee (or other committee responsible\nfor finance) during the time when Sprint shall have a right to designate one or\nmore Investor Directors hereunder, Sprint shall be entitled to appoint one\nInvestor Director to each such committee. If there is no such committee, Sprint\nshall have a reasonable opportunity to review and discuss Newco's strategic and\nbusiness plans and financing plans with management of Newco prior to the\nsubmission of any such plans to the Board of Newco, the Company or any\nSignificant Subsidiary. Sprint shall also have the right to appoint one Investor\nDirector to each of the other committees of the Board, except as otherwise\nprovided in this paragraph and except for appointments to any existing committee\nof the Board if the scope of authority of such committee is not hereafter\nexpanded. Sprint shall receive copies of all information and materials provided\nto the directors of Newco, the Company and any Significant Subsidiary or to\ncommittee members, except for information and materials provided to a committee\nthat an Investor Director is prohibited from participating in as set forth in\nthis paragraph, at the time such information and materials are provided to such\ndirectors. Notwithstanding the foregoing, nothing set forth herein shall entitle\nany Investor Director to participate on any committee of the Board of Directors\nof Newco, the Company or any Significant Subsidiary created for the purpose of\nconsidering a Business Combination, an Acquisition Proposal, a Sprint Offer or a\nQualified Offer, or to participate in the Board's deliberations with respect to\nany of the foregoing.\n\n          (c)  Except as otherwise provided herein, and except at any time in\nwhich the holders of Series A Stock are entitled to elect any directors of Newco\npursuant to Section 7(b) of the Certificate of Designation, in which case\nparagraphs (b), (d) and (e) of this Section 2.01 will not be effective as to\nNewco, from and after the Effectiveness of this Agreement, Sprint shall have the\nright to designate two Investor Directors, each of whom shall be nominated by\nthe Board of Directors or any nominating committee thereof.\n\n          (d)  Notwithstanding anything in the foregoing paragraph (c) to the\ncontrary, if at the end of any three consecutive months, (i) Sprint's Percentage\nInterest shall be less than the Higher Threshold, Sprint shall promptly take\naction to cause one of its Investor Directors to resign from the Boards of\nDirectors of Newco, the Company and any Significant Subsidiary, or (ii) Sprint's\nPercentage Interest shall be less than the Lower Threshold, Sprint shall\npromptly take action to cause any and all remaining Investor Directors elected\npursuant to Section 2.01(b) or Section 7(b) of the Certificate of Designation,\nas the case may be, to resign from the Boards of Directors of Newco, the Company\nor any Significant Subsidiary; and, upon the resignation of each respective\nInvestor Director, Sprint shall forever cease to have any rights to designate\nany such Investor Director position pursuant to the terms of this Agreement or\nthe Certificate of Designation.\n\n                                       14\n\n \n          (e)  Except as otherwise provided in paragraph (d) above, Sprint shall\nhave the right to designate any replacement for an Investor Director designated\nfor nomination or nominated in accordance with this Section 2.01 upon the death,\nresignation, retirement, disqualification or removal from office for other cause\nof such Director.  The Boards of Directors of Newco, the Company and any\nSignificant Subsidiary shall elect each person so designated.\n\n          SECTION 2.02.  Solicitation and Voting of Shares.  (a) Newco shall use\n                         ---------------------------------                      \nits best efforts to solicit from the stockholders of Newco eligible to vote for\nthe election of Directors proxies in favor of the nominees selected in\naccordance with Section 2.01.\n\n          (b)  In any election of Directors or any meeting of the stockholders\nof Newco called expressly for the removal of Directors, so long as the Board of\nDirectors includes (and will include after any such removal) any number of\nInvestor Directors contemplated by Section 2.01, Affiliated Equity Holders shall\nbe present for purposes of establishing a quorum and shall vote all their shares\nof Voting Equity Securities (i) in favor of any nominee or Director selected in\naccordance with Section 2.01 (including any nominee designated as a \"Management\nDirector\" or an \"Independent Director\" and any successor thereto) and (ii)\notherwise against the removal of any Director selected in accordance with\nSection 2.01 (including any nominee designated as a \"Management Director\" or an\n\"Independent Director\" and any successor thereto). Subject to Section 4.02(e),\nSection 4.03(d) and the terms of the Irrevocable Proxy, in any other matter\nsubmitted to a vote of the stockholders of the Company, Sprint may vote any or\nall of its Voting Equity Securities in accordance with the terms thereof.\n\n          (c)  The Affiliated Equity Holders will, and will cause any of their\nAffiliates (other than Newco, the Company and its Subsidiaries) who are\npermitted transferees of the Affiliated Equity Holders' rights under this\nAgreement to, take all action as stockholders of Newco as necessary to effect\nthe provisions of this Agreement.\n\n          SECTION 2.03.  Enforcement of this Agreement.  A majority of the\n                         -----------------------------                    \nDirectors, excluding the Investor Directors, shall have full and complete\nauthority on behalf of Newco to enforce the terms of this Agreement.\n\n          SECTION 2.04.  Certificate of Incorporation and By-laws. Newco and\n                         ----------------------------------------           \nSprint shall take or cause to be taken all lawful action necessary to ensure at\nall times that Newco's Certificate of Incorporation and By-laws are not at any\ntime inconsistent with the provisions of this Agreement.  At Sprint's request,\nthe Board of Directors shall adopt (and if necessary submit and recommend for\napproval by stockholders) other amendments to Newco's Certificate of\nIncorporation or By-laws reasonably necessary to implement the provisions of\nthis Agreement.  Nothing set forth herein shall preclude the Board of Directors\nfrom proposing to the stockholders and, upon their approval of such proposal,\nimplementing, a classified Board of Directors, provided, that, each Investor\n                                               --------  ----               \nDirector must be placed in a different class of Directors.\n\n          SECTION 2.05.  Advisors.  If appropriate under the circumstances of a\n                         --------                                              \ngiven situation, the Independent Directors may retain, at the cost and expense\nof Newco or the Company, services of an investment banking firm of national\nreputation of their choice and one law firm of their choice to advise them in\ntheir capacity as Independent Directors with respect to \n\n                                       15\n\n \nany matter on which the Independent Directors, as a group, are required or\npermitted to act hereunder.\n\n          SECTION 2.06.  Investor Director Concurrence.  From the Closing Date\n                         -----------------------------                        \nthrough the date this Agreement is terminated in accordance with Section 7.01\nhereof, and for the duration of any period in which Sprint's Percentage Interest\nis greater than the Lower Threshold, neither the Board of Directors of Newco nor\nthe Board of Directors of any Significant Subsidiary shall take, authorize or\npermit any of the following actions without the concurrence of all Investor\nDirectors serving in such capacity at that time:\n\n          (a)  The execution or performance of any Discriminatory Transaction;\n\n          (b)  The issuance of any class or series of capital stock of Newco\nthat provides for voting rights in excess of one vote per share;\n\n          (c)  The dissolution or liquidation (or adoption of a plan of\ndissolution or liquidation) of Newco or any Subsidiary thereof; the commencement\nby Newco or any Subsidiary thereof of any suit, case, proceeding or other action\n(i) in bankruptcy under the federal bankruptcy or other laws relating to\nbankruptcy, insolvency, reorganization or relief of debtors seeking to\nadjudicate Newco or any Subsidiary thereof a bankrupt or insolvent, or seeking\nreorganization, arrangement, adjustment, winding up, liquidation, dissolution,\ncomposition or relief with respect to Newco or any Subsidiary thereof; or (ii)\nseeking appointment of a receiver, trustee, custodian or other similar official\nfor Newco or any Subsidiary thereof, or (iii) seeking to make a general\nassignment for the benefit of creditors of Newco, provided, however, that to the\n                                                  --------  -------             \nextent required by the fiduciary obligations of the Board of Directors,\nexercised in good faith upon the advice of its outside counsel, Newco or any\nSubsidiary thereof may undertake the actions set forth in this subsection (c)\nwithout the concurrence of the Investor Directors;\n\n          (d)  The conduct by Newco or any Significant Subsidiary of its\nbusiness substantially outside its current general field of enterprise; or\n\n          (e)  The issuance of Transaction Securities representing (i) in any\ntwelve-month period, in one or more transactions, 50% or more of the number of\nshares of Newco Common Stock outstanding on a Fully-Diluted Basis prior to\ngiving effect to such issuances, or (ii) in any one transaction, 35% or more of\nthe number of shares of Newco Common Stock outstanding on a Fully-Diluted Basis\nprior to giving effect to such issuance.\n\n                                  ARTICLE III\n\n                       EQUITY PURCHASES FROM THE COMPANY\n                       ---------------------------------\n\n          SECTION 3.01.  Subscription Rights.  (a) So long as Sprint's\n                         -------------------                          \nPercentage Interest is greater than the Top-Up Threshold, the Affiliated Equity\nHolders, collectively, shall have the rights provided for in this Section 3.01.\n\n                                       16\n\n \n          (b)  Notwithstanding any provision to the contrary contained herein,\nSprint may effect its rights pursuant to this Section 3.01 by making purchases\nof Equity Securities at any time from any Person other than Newco so long as\nafter giving effect to such purchases, Sprint's Percentage Interest is less than\nor equal to the Pro Rata Share.\n\n          (c)  If the Board of Directors proposes to issue New Securities (other\nthan New Securities that are Transaction Securities) at such time as Sprint's\nPercentage Interest is greater than the Top-Up Threshold, Newco shall provide\nwritten notice to Sprint (the \"Subscription Notice\") of its intent to effect\nsuch issuance at least five business days prior to the date on which the meeting\nof the Board is held to authorize the issuance of such New Securities.  The\nSubscription Notice shall set forth (i) the number of New Securities proposed to\nbe issued and the terms of such New Securities, (ii) the consideration (or\nmanner of determining the consideration by reference to the market price), if\nany, for which such New Securities are proposed to be issued and the terms of\npayment, (iii) the number of New Securities Sprint shall be entitled to purchase\nin compliance with the provisions of this Section 3.01 and the purchase price\n(or manner of determining the consideration by reference to the market price)\nand form of consideration therefor and (iv) the proposed date of issuance of\nsuch New Securities. For a period of ten business days after the receipt by\nSprint of the Subscription Notice, Sprint shall have the right to purchase the\nPro Rata Share of such issuance and shall notify Newco in writing, within such\ntime period whether it elects to purchase all or any portion of the Equity\nSecurities offered to Sprint pursuant to the Subscription Notice.  If Sprint\nshall elect to purchase any such New Securities, such securities which it shall\nhave elected to purchase shall be issued and sold to Sprint by Newco at the same\ntimes and on the same terms and conditions as the New Securities are issued and\nsold to third parties (except that, if such New Securities are issued for\nconsideration other than cash, Sprint shall pay the lower of (x) the same\npurchase price per share and other terms, including the same form of\nconsideration paid by the Purchaser for the New Securities or (y) the fair\nmarket value per share thereof, determined by an independent appraiser mutually\nselected by Newco and Sprint), in either case, times the number of shares Sprint\nis entitled to purchase; provided, however, that if Sprint's purchase of such\n                         --------  -------                                   \nEquity Securities would, in the opinion of its counsel, give rise to the\napplication of waiting periods under the HSR Act, Sprint shall be obligated to\nconsummate such purchase as soon as practicable after the applicable waiting\nperiod has elapsed or terminated on an unconditional basis, and Sprint shall,\nduring such time, diligently and in good faith seek expiration or termination of\nthe applicable waiting period.  If, for any reason, the issuance of New\nSecurities to third parties is not consummated, Sprint's right to purchase its\nPro Rata Share of such issuance shall lapse, subject to Sprint's ongoing\nsubscription right with respect to issuances of New Securities at later dates or\ntimes.\n\n          (d)  (i)  At such time as Newco, acting in good faith on the basis of\nthe most recent Sprint Ownership Report provided pursuant to Section 6.02(b)\nhereof, determines that Sprint's Percentage Interest has decreased by .05 or\nmore, after giving effect to any and all Primary Share Offers, solely as a\nresult of issuances of Transaction Securities, Newco shall promptly notify\nSprint of such event in writing, but in any event not later than the due date of\nthe next Newco Outstanding Stock Report.\n\n                                       17\n\n \n          (ii)  Not later than the second anniversary of Sprint's receipt\nof such notice (the \"Window Period\"), Newco shall be obligated to make written\noffers for Sprint to purchase (each, a \"Primary Share Offer\"), in the aggregate\non the basis of all such Primary Share Offers made in the Window Period, not\nless than the sum of the number of Available Top-Up Shares resulting from all\nissuances of Transaction Securities that have collectively caused Sprint's\nPercentage Interest to have decreased by .05 or more (the \"Aggregate Number of\nTop-Up Shares\") at a purchase price equal to the Average Stock Price for the 10\ntrading days prior to the date of issuance, less the Underwriting Discount.\nSprint may accept a Primary Share Offer within five business days of its receipt\nthereof by giving written notice to Newco of its desire to do so, specifying\n(subject to Section 3.01(e) hereof) the number and form of shares of Equity\nSecurities of Newco Sprint is willing to purchase pursuant to such Primary Share\nOffer, and such transaction shall be consummated in accordance with such notice\nwithin three business days of Newco's receipt thereof. The Aggregate Number of\nTop-Up Shares will be reduced by the number of shares offered to Sprint in the\nPrimary Share Offer.\n\n          (iii) If Newco, acting in good faith on the basis of the most\nrecent Sprint Ownership Report provided pursuant to Section 6.02(b) hereof,\ndetermines that Sprint's Percentage Interest has decreased by .10 or more solely\nas a result of the issuance of Transaction Securities, after giving effect to\nany and all Primary Share Offers, Newco shall promptly notify Sprint of such\nevent in writing, but in any event not later than the due date of the next Newco\nOutstanding Stock Report. In such event, the Window Period shall be accelerated\nsuch that Newco shall be obligated to make one or more Primary Share Offers with\nrespect to not less than the Aggregate Number of Top-Up Shares, as then\ncalculated, at the earlier of (i) the expiration of the Window Period, as\ndetermined above, or (ii) six months after the date Sprint receives the\nforegoing notice from Newco.\n\n          (iv)  Notwithstanding anything contained in this Agreement to the\ncontrary, in no event whatsoever shall Newco be obligated to make Sprint a\nPrimary Share Offer that, after giving effect to such transaction, would cause\nSprint's Percentage Interest to exceed the Pro Rata Share.\n\n          (e)   In respect of a purchase of New Securities pursuant to Section\n3.01(c) or 3.01(d) hereof, Sprint may, at its option, by notice given to Newco\nat the time Sprint provides notice of its intention to purchase New Securities\npursuant to either of such sections, acquire such shares in the form of\nAlternative Securities (to the extent set forth below) convertible into the\napplicable number of shares of Newco Common Stock, assuming the acceleration of\nthe full amount of any liquidation accretion dividends with respect to such\nAlternative Securities, consistent with the acceleration contemplated by the\nlast sentence of Section 3(a)(i) of the Certificate of Designation.  Sprint's\npurchase of New Securities in the form of Alternative Securities shall be\nlimited as follows:\n\n          (i)   From the Closing to the second anniversary thereof, Sprint may\n          purchase not more than 75% of any issuance of New Securities in the\n          form of Alternative Securities;\n\n                                       18\n\n \n          (ii)  After the second anniversary of the Closing until the third\n          anniversary thereof, Sprint may purchase not more than 66.67% of any\n          issuance of New Securities in the form of Alternative Securities; and\n\n          (iii) After the third anniversary of the Closing, Newco shall have no\n          obligation to issue New Securities in the form of Alternative\n          Securities.\n\n          SECTION 3.02.  Issuance and Delivery of New Securities and Voting\n                         --------------------------------------------------\nEquity Securities.  Newco represents, warrants and covenants to Sprint that (i)\n-----------------                                                              \nupon issuance, all of the shares of New Securities or Alternative Securities\nsold to Sprint pursuant to this Article III shall be duly authorized, validly\nissued, fully paid and nonassessable and will be approved (if outstanding\nsecurities of Newco of the same type are at the time already approved) for\nquotation on the Nasdaq National Market or for quotation or listing on the\nprincipal trading market for the securities of Newco at the time of issuance and\n(ii) upon delivery of such shares, such shares shall be free and clear of all\nclaims, liens, encumbrances, security interests and charges of any nature and\nshall not be subject to any preemptive right of any stockholder of Newco or any\nother rights to purchase or vote such shares or any power of attorney with\nrespect thereto, except as may be set forth in this Agreement and the Investment\nAgreement.  Each share issued or delivered by Newco hereunder shall bear the\nlegend set forth in Section 3.03 of the Investment Agreement.\n\n                                  ARTICLE IV\n                                  ----------\n\n       PURCHASES OF ADDITIONAL EQUITY SECURITIES; BUSINESS COMBINATIONS\n       ----------------------------------------------------------------\n\n          SECTION 4.01.  General Standstill Obligations.  Subject to the\n                         ------------------------------                 \nfollowing provisions and except for (i) purchases of shares made by Sprint\npermitted under the provisions of Section 3.01, or (ii) offers, purchases and\nother matters effected by Sprint in accordance with the provisions of Section\n4.02 or Section 4.03 hereof, none of the Affiliated Equity Holders will, nor\nwill any Affiliated Equity Holders authorize any of their agents or\nrepresentatives to, without prior written consent of the Board of Directors of\nNewco, directly or indirectly, acting alone or in concert with other Persons:\n\n          (a)  acquire, offer to acquire, or agree to acquire, directly or\nindirectly, by purchase or otherwise, any Equity Securities or direct or\nindirect rights to acquire any Equity Securities, or any equity securities of\nany Subsidiary of Newco, material assets of Newco or any Subsidiary or division\nof Newco or of any successor or controlling Person of any of the foregoing,\nexcept for its right to convert Series A Stock, Alternative Securities, the\nConvertible Notes or other Equity Securities, and to receive stock dividends,\nstock splits and other distributions of Equity Securities;\n\n          (b)  make, or in any way participate, directly or indirectly, in any\n\"solicitation\" of proxies to vote (as such terms are used in the rules of the\nSEC), or seek to advise or influence any person or entity with respect to the\nvoting of any Voting Equity Securities of Newco, except for any solicitation of\nproxies to vote or related communications made in response to a proxy \n\n                                       19\n\n \ncontest by a third party in connection with offers made by Sprint in accordance\nwith Section 4.02 or Section 4.03 hereof;\n\n          (c)  make any public announcement with respect to, or submit a\nproposal for, or offer to effect (with or without conditions) any purchase of a\nsignificant portion of the assets of Newco or any Subsidiary or division of\nNewco, any tender or exchange offer for any of the Equity Securities of Newco or\na merger, consolidation, combination, share exchange, reorganization or other\nextraordinary transaction involving Newco or any of its Equity Securities or\nassets or any Subsidiary of Newco or any of such Subsidiary's equity securities\nor assets, or otherwise make any Acquisition Proposal, except for any\nannouncement required in connection with Section 4.02 or Section 4.03 hereof;\n\n          (d)  form, join or in any way participate in a \"group\" as defined in\nRule 13d-5(b) under the Exchange Act in connection with any of the foregoing,\nexcept as contemplated by any Ancillary Agreement; or\n\n          (e)  request Newco or any of its representatives, directly or\nindirectly, to amend or waive any provision of this Section 4.01.\n\n          Sprint will promptly advise Newco of any inquiry or proposal made to\nit with respect to any of the foregoing and describe, in reasonable detail, the\nterms and conditions thereof.\n\n          Notwithstanding any other provision of this Agreement to the contrary,\nin the event that, following termination of this Agreement pursuant to Section\n7.01 hereof, but at such time as Sprint shall still be subject to this Section\n4.01, Newco receives either (i) a Recommended Third-Party Offer or (ii) a Non-\nRecommended Third-Party Offer, which the Board of Directors of Sprint reasonably\ndetermines in good faith upon consultation with independent legal counsel and\nits outside financial advisors is reasonably likely to be consummated, Sprint\nshall be temporarily released from its obligations under this Section 4.01\ninsofar as necessary to permit Sprint to present an offer directly to the Board\nof Directors.  Such release shall survive for so long as such Third-Party Offer\nremains outstanding or is consummated or abandoned.\n\n          If any agent or representative of an Affiliated Equity Holder shall\nviolate any provision of this Section 4.01 by purchasing Equity Securities for\nthe account of any Affiliated Equity Holder or take any other action in\nviolation of this Section 4.01 for or on behalf of any Affiliated Equity Holder,\neach Affiliated Equity Holder shall, within 14 days of becoming aware of such\nviolation, take such action as is necessary to remedy such violation, including\nselling all Equity Securities purchased in violation of this Section 4.01, and,\nupon effecting such remedy, such violation shall not be deemed to be a breach of\nthis Agreement.\n\n          SECTION 4.02.  Sprint Right to Offer.  (a) Following the 39-month\n                         ---------------------                             \nanniversary of Closing and prior to the 63-month anniversary of Closing (such\nperiod, the \"Right to Offer Period\"), Sprint shall have the right to offer to\npurchase all, but not less than all, of the outstanding Equity Securities that\nit does not already own at a per share price equal to the per share price\ndetermined by dividing the Fair Private Market Value by the total number of\nshares of Newco Common Stock outstanding on a Fully-Diluted Basis.  The Fair\nPrivate Market Value shall be determined in accordance with Section 4.02(b).\nDuring any time in which Sprint shall be permitted to make an offer under this\nSection 4.02(a), Newco shall make available to Sprint such information regarding\nthe business, properties, assets, condition (financial or otherwise) or results\nof operations of Newco, the Company and their Significant Subsidiaries\nreasonably requested by Sprint, subject to Sprint entering into a customary\nconfidentiality agreement with respect to all such information.\n\n          (b)  (i)  In the event Sprint wishes to exercise its right to offer\nwith respect to all, but not less than all, of the outstanding Equity Securities\nthat it does not already own, as set forth in Section 4.02(a) hereof, Sprint\nshall approach the Board of Directors with an offer in\n\n\n                                       20\n\n\nwriting (the \"Sprint Offer\"), which shall include the price per share Sprint is\nwilling to pay based on the definition of Fair Private Market Value and describe\nin reasonable detail such other terms and conditions of the Sprint Offer.  A\nSprint Offer shall not be subject to any financing contingency.  A Sprint Offer\nshall be reflected in a form of definitive agreement which Sprint is prepared to\nexecute.  The conditions to consummation of the Sprint Offer and the\nrepresentations and warranties set forth in the Sprint Offer shall be reasonable\nand customary for transactions in which a similarly situated stockholder offers\nto purchase all of the Equity Securities not held by such stockholder or its\nAffiliates.\n\n          (ii) The Board of Directors of Newco shall have a one-time right,\nexercisable by written notice to Sprint given within 14 days after the receipt\nof the Sprint Offer, to postpone the making of that offer for nine months (the\n\"Postponement Right\"); provided, that, the Board of Directors may not exercise\n                       --------  ----                                         \nthe Postponement Right in connection with a Sprint Offer made pursuant to\nSection 4.03(b) or Section 4.04(b) hereof.  Upon exercise of the Postponement\nRight, Sprint shall withdraw the Sprint Offer, in which case it may not exercise\nits right to offer under this Section 4.02 for a period of nine months following\nthe date of exercise of the Postponement Right; provided, however, that (A) in\n                                                --------- -------             \nthat event, the Right to Offer Period shall be extended to the 72-month\nanniversary of Closing and (B) the Postponement Right shall not limit Sprint's\nright to respond to a Third-Party Offer as set forth in Section 4.03 hereof.\n\n          (iii)  The Board of Directors of Newco and Sprint shall negotiate the\namount of the Fair Private Market Value to be paid pursuant to the Sprint Offer\nin good faith and Sprint shall not make any public announcements relating to\nthis offer without the prior written consent of the Board unless required by law\nor legal process.  In the event the two parties are unable to agree on the\namount of the Fair Private Market Value within 30 days after submission of the\nSprint Offer to the Board, the parties shall agree to be bound to the valuation\narrived at pursuant to the following formula:\n\n                    (A) Two appraisals shall be made by recognized investment\n          banks, one selected by each of Sprint and Newco (the \"Initial\n          Values\");\n\n                    (B) If the lower of the Initial Values is more than 10% less\n          than the higher of the Initial Values, a third independent valuation\n          will be made by an investment bank selected jointly by Sprint and\n          Newco (the \"Independent Valuation\").  Otherwise, the Fair Private\n          Market Value shall be the average of the Initial Values; and\n\n                    (C) If the Independent Valuation is greater than or less\n          than the average of the Initial Values by more than 5%, the Fair\n          Private Market Value shall be deemed to equal the average of the two\n          closest valuations.  If the Independent Valuation does not differ by\n          such amount, the Independent Valuation shall be the Fair Private\n          Market Value.\n\n          (c) Upon the determination of the amount of the Fair Private Market\nValue, Sprint shall be obligated to commence and effectuate the Sprint Offer,\nprovided, however, that Sprint shall have a one-time right (\"Walk-Away Right\"),\n--------  -------                                                              \nexercisable by written notice to Newco\n\n                                       21\n\n \ngiven within 14 days after the receipt of the determination of Fair Private\nMarket Value, to determine not to proceed to make such Sprint Offer; provided,\n                                                                     -------- \nfurther, however, that Sprint may not exercise the Walk-Away Right in connection\n-------                                                                         \nwith a Sprint Offer made pursuant to Section 4.03(b) or Section 4.04(b) hereof.\nIf Sprint does not exercise such Walk-Away Right, the Board of Directors shall,\nif an Intervening Offer is not then outstanding, (i) support the Sprint Offer by\napproving and recommending it to Newco stockholders and (ii) cause Newco to take\nall steps reasonable and necessary to facilitate consummation of such Sprint\nOffer.  If Sprint exercises such Walk-Away Right, all Affiliated Equity Holders,\nNewco, the Company and all of their officers, directors, employees,\nrepresentatives and agents shall be obligated to protect and hold in strict\nconfidence the amount of the Fair Private Market Value determined as set forth\nabove unless disclosure thereof is required by law or legal process.\n\n          (d)  [Reserved.]\n\n          (e) (i)  At such time as a Third-Party Offer shall constitute an\nIntervening Offer, (A) Sprint shall be released from its obligation to commence\nand effectuate the Sprint Offer, and (B) Newco shall be released from its\nobligation to support and facilitate consummation of the Sprint Offer.\nNotwithstanding the foregoing, Sprint shall be entitled, at any time prior to\nconsummation of the Intervening Offer, to make a Qualified Offer.  In such\nevent, the most recent Third-Party Offer shall cease to constitute an\nIntervening Offer.\n\n          (ii) If an Intervening Offer is undertaken, in whole or in part, in\nthe form of a tender offer, at the consummation of such tender offer, the\nofferor shall have an option, exercisable for a period of 20 days following the\nconsummation of such tender offer, to purchase from all Affiliated Equity\nHolders, at the tender offer price, in the aggregate, the Specified Number of\nEquity Securities less the number of Equity Securities that have already been\ntendered by the Affiliated Equity Holders.\n\n          (iii)  If, in the event of an Intervening Offer, such offer, a\nBusiness Combination underlying such offer or any related matter that must be\napproved by the stockholders of Newco in order for such offer to be effectuated\nis brought before the stockholders of Newco for their consideration and\napproval, Sprint and Sprint L.P. shall be obligated, in the event a Qualified\nOffer has not been made within five days prior to the date of the stockholders'\nmeeting, to cast (or to cause to be cast by their Affiliated Equity Holders) in\nfavor of the Intervening Offer, the Business Combination or any such related\nmatter such number of votes as is equal to the Specified Number of Equity\nSecurities, provided, that, such Business Combination does not constitute a\n            --------  ----                                                 \nDiscriminatory Transaction.\n\n          (f) None of the Affiliated Equity Holders shall be entitled to\nexercise rights of appraisal under Section 262 of the Delaware General\nCorporation Law (or any successor thereto) as to any of the Equity Securities\nowned by them in respect of any Business Combination effected in connection with\nan Intervening Offer.\n\n          SECTION 4.03.  Third-Party Offers.  (a)  Newco shall promptly provide\n                         ------------------                                    \nto Sprint written notice (the \"Offer Notice\") of its receipt of an Offer and, in\nreasonable detail, the proposed terms thereof.  Upon receipt of such Offer, the\nBoard of Directors shall determine that:\n\n                                       22\n\n \n          (i) such Offer is in the best interests of Newco's stockholders and\nthat it intends to recommend such Offer to the stockholders (a \"Recommended\nThird-Party Offer\");\n\n          (ii) such Offer is not in the best interests of Newco's stockholders\nand that it intends not to recommend such Offer to the stockholders or no\nposition is taken with respect thereto under Rule 14e-2 of the Exchange Act\nwithin 10 business days of the Board's receipt thereof (a \"Non-Recommended\nThird-Party Offer\" and, together with a Recommended Third-Party Offer, a \"Third-\nParty Offer\"); or\n\n          (iii)  insufficient information exists on which to base any such\nrecommendation, in which event the Board may take such action as it deems\nnecessary or advisable to develop such additional information; provided, that,\n                                                               --------  ---- \nif upon developing such additional information, the Board decides to recommend\nor not to recommend such Offer to the stockholders, then it shall promptly\nnotify Sprint of such decision and, at such time, the Offer shall be deemed a\nRecommended Third-Party Offer or a Non-Recommended Third-Party Offer, as\nappropriate.\n\n          (b) For a period of ten days following the giving of the Offer Notice,\nNewco may not enter into a definitive agreement with respect to the Offer.  Upon\nreceipt of such Offer Notice, Sprint shall be released from its obligations\nunder Section 4.01 insofar as necessary to permit Sprint, subject to the terms\nand conditions of this Agreement and if an Intervening Offer is not then\noutstanding, to make, pursue and consummate a Sprint Offer. However, Newco shall\nnot be obligated to deem a bona fide, written offer from any Person other than\nan Affiliated Equity Holder to effect a Business Combination to be an Offer and\nto provide the Offer Notice required by Section 4.03(a) until the earlier of (i)\nthe date on which Newco determines that such offer meets the requirements of an\nOffer and that Newco intends to pursue such Offer with the objective of having\nit become a Recommended Third-Party Offer, or (ii) ten days after the date Newco\nreceives such offer, unless previously rejected by Newco.\n\n          (c) In the case of an Offer that is a Recommended Third-Party Offer,\nSprint shall have the option to make a Qualified Offer, and Newco shall not\nadopt any takeover defenses (unless amended or waived to permit Sprint to make a\nQualified Offer), enter into any agreement or take any other action if such\naction would, in either case, materially impair Sprint's ability to make and\nconsummate a Qualified Offer or materially increase Sprint's costs of\nconsummating such Qualified Offer; provided, however, that, notwithstanding the\n                                   --------  -------                           \nforegoing, Newco shall be permitted to enter into a definitive agreement with\nrespect to a Recommended Third-Party Offer that provides for a termination fee\nnot to exceed 3% of the consideration to be received per share of Newco Common\nStock multiplied by the number of shares of Newco Common Stock outstanding on a\nFully-Diluted Basis (less the number of shares beneficially owned by the\noffering party), plus customary fees and expenses, except that the definitive\nagreement with respect to such Recommended Third-Party Offer shall provide that\nsuch fee shall not be payable by Sprint if it makes a Qualified Offer within 72\nhours of the first public announcement of such Recommended Third-Party Offer\n(provided, that, there are at least two business days within such period).  In\n---------  ----                                                               \nthe case of an Offer that is a Non-Recommended Third-Party Offer, Sprint shall\nhave the option to make a Qualified Offer, but only if the Board of Directors of\nSprint reasonably determines in good faith upon consultation with independent\nlegal\n\n                                       23\n\n \ncounsel and its outside financial advisors that the conditions to the Non-\nRecommended Third-Party Offer are reasonably likely to be satisfied and the\noffer consummated.\n\n          If Sprint has the option to make a Qualified Offer and does so more\nthan five days prior to the date of a stockholders meeting held to consider a\nThird-Party Offer or an Intervening Offer, the Board of Directors shall, if an\nIntervening Offer is not then outstanding, (i) support the Qualified Offer by\napproving and recommending it to Newco's stockholders and (ii) cause Newco to\ntake all steps reasonable and necessary to facilitate the consummation of the\nQualified Offer.\n\n          (d) (i) At such time as a Third-Party Offer made subsequent to a\nQualified Offer shall constitute an Intervening Offer, Newco's obligations to\nsupport and facilitate a Qualified Offer as set forth in Section 4.03(c) above\nshall terminate and Newco shall be free to consider and act upon such\nIntervening Offer.  Notwithstanding the foregoing, Sprint shall be entitled, at\nany time prior to consummation of the Intervening Offer, to make another\nQualified Offer.  In the event Sprint makes such Qualified Offer, the most\nrecent Third-Party Offer shall cease to constitute an Intervening Offer.\n\n          (ii) If a Recommended Third-Party Offer or an Intervening Offer, as\nthe case may be, is undertaken, in whole or in part, in the form of a tender\noffer, at the consummation of such tender offer, the offeror shall have an\noption, exercisable for a period of 20 days following the consummation of such\ntender offer, to purchase from any Affiliated Equity Holder, at the tender offer\nprice, the Specified Number of Equity Securities less the number of Equity\nSecurities that have already been tendered by the Affiliated Equity Holders.\n\n          (iii)  If, in the event of a Recommended Third-Party Offer or an\nIntervening Offer, as the case may be, such offer, a Business Combination\nunderlying the such offer or any related matter that must be approved by the\nstockholders of Newco in order for the offer to be effectuated is brought before\nthe stockholders of Newco for their consideration and approval, Sprint and\nSprint L.P. shall be obligated, in the event a Qualified Offer has not been made\nwithin five days prior to the date of the stockholders' meeting, to cast (or to\ncause to be cast by their Affiliated Equity Holders) in favor of the Recommended\nThird-Party Offer or the Intervening Offer, as applicable, the Business\nCombination or any such related matter such number of votes as is equal to the\nSpecified Number of Equity Securities, provided, that, such Business Combination\n                                       --------  ----                           \ndoes not constitute a Discriminatory Transaction.\n\n          (e) None of the Affiliated Equity Holders shall be entitled to\nexercise rights of appraisal under Section 262 of the Delaware General\nCorporation Law (or any successor thereto) as to any of the Equity Securities\nowned by them in respect of any Business Combination effected in connection with\na Recommended Third-Party Offer or an Intervening Offer.\n\n          SECTION 4.04.  Solicitation of Offers.\n                         ---------------------- \n\n          (a) From the Closing Date until the earlier of the 27-month\nanniversary of Closing or the termination of this Agreement in accordance with\nits terms, Newco shall not and shall not authorize or permit any officer,\ndirector or employee of, or any investment banker,\n\n                                       24\n\n \nattorney or other advisor or representative of, Newco or its Affiliates, to, (i)\nsolicit or initiate, or encourage the submission of, any Acquisition Proposal,\nor (ii) participate in any discussions or negotiations regarding, or furnish to\nany person any information with respect to, or take any other action to expedite\nany inquiries or the making of any proposal that constitutes, or may reasonably\nbe expected to lead to, any Acquisition Proposal; provided, however, that to the\n                                                  --------  -------             \nextent required by the fiduciary obligations of the Board of Directors, as\ndetermined in good faith by the Board based on the advice of outside counsel,\nNewco may (A) in response to any unsolicited request therefor, furnish\ninformation with respect to Newco or any Subsidiary to any person pursuant to a\ncustomary confidentiality agreement and discuss such information with such\nperson, (B) upon receipt by Newco of an Acquisition Proposal, following delivery\nto Sprint of the notice required pursuant to Section 4.05, participate in\nnegotiations regarding such Acquisition Proposal, and (C) enter into an\nagreement respecting such Acquisition Proposal or enter into any related\nagreements or take any other action ancillary thereto, which agreements or\nactions are consistent with the requirements of Section 4.03(c) hereof.\n\n          (b) After the 27-month anniversary of Closing until the earlier of the\n39-month anniversary of Closing or the termination of this Agreement in\naccordance with its terms, Newco shall not, and shall not authorize or permit\nany officer, director or employee of, or any attorney or other advisor or\nrepresentative of, Newco or its Affiliates, to take any of the actions limited\nby Section 4.04(a) except through an investment banking firm formally engaged by\nNewco (or actively working with Newco) for such purpose; provided, that, 30 days\n                                                         --------  ----         \nprior to so engaging an investment banking firm for that purpose or to the\ncommencement of such work, Newco shall notify Sprint of its intention to effect\nsuch engagement or commence such work, and Sprint shall be permitted to prepare\nand make a Sprint Offer as defined in Section 4.02(b) hereof for so long as such\ninvestment banking firm remains engaged by, or is working for, Newco for that\nspecific purpose; provided, that, subject to the terms and conditions of the\n                  --------  ----                                            \nSprint Offer and if an Intervening Offer is not then outstanding, Sprint will\npursue any Sprint Offer made pursuant hereto for so long as necessary to permit\nsuch Sprint Offer to be consummated.  Newco shall furnish Sprint with copies of\nall information provided by Newco to such investment banking firm at the time\nsuch information is provided to such investment banking firm, subject to Sprint\nentering into a customary confidentiality agreement with respect to such\ninformation.\n\n          (c)  [Reserved.]\n\n          (d) Nothing contained in this Section 4.04 shall (i) prohibit Newco\nfrom taking and disclosing to its stockholders a position contemplated by Rule\n14e-2 under the Exchange Act or (ii) preclude Newco or the Board from giving due\nconsideration or responding to any Acquisition Proposal if the failure to so\nrespond would, in the judgment of the Board of Directors, exercised in good\nfaith upon the advice of Newco's outside legal counsel, cause the Board to be in\nviolation of its fiduciary duties to the holders of Equity Securities.\n\n          (e) Nothing contained in this Section 4.04 shall adversely affect\nSprint's right to respond to a Third-Party Offer under Section 4.03 hereof,\nincluding Sprint's unwillingness to provide a Sprint Offer under Section 4.04(b)\nabove.\n\n                                       25\n\n \n          SECTION 4.05.  Notice.  The Board of Directors of Newco shall (i)\n                         ------                                            \npromptly notify Sprint in writing of (A) its receipt of an Acquisition Proposal,\n(B) any inquiries or discussions that may reasonably be expected to lead to an\nAcquisition Proposal, (C) the execution by Newco of a confidentiality agreement\nwith respect to an Acquisition Proposal, or (D) the furnishing of any\nconfidential information in contemplation of an Acquisition Proposal, whether or\nnot pursuant to a confidentiality agreement; (ii) describe the terms and\nconditions of any Acquisition Proposal in reasonable detail; (iii) provide to\nSprint copies of any definitive agreements with respect to any Acquisition\nProposal and any confidentiality agreements with respect thereto; and (iv)\nsubject to Sprint's obligation to hold such information in strict confidence\n(except as required by law or legal process), make available to Sprint all\ninformation made available to the party making the Acquisition Proposal at the\nsame time it is provided to such party.\n\n          SECTION 4.06.  Break-Up Fee.  Upon consummation of an Intervening\n                         ------------                                      \nOffer, Newco shall be obligated to pay Sprint a termination fee equal to 3% of\nthe aggregate consideration to have been paid in the Sprint Offer or the\nQualified Offer to Unaffiliated Equity Holders plus reasonable fees and\nexpenses.\n\n          SECTION 4.07.  Takeover Defenses.  Newco shall not take any action or\n                         -----------------                                     \nomit to take an action, and shall cause its Significant Subsidiaries or any of\nits or their respective officers, directors, employees, representatives and\nagents to take no action or omit to take action, that would result in (i) any\nAffiliated Equity Holder being deemed an \"acquiring person\" or similar\ndesignation under any Stockholders' Rights Plan (commonly known as a \"poison\npill\") or otherwise being adversely affected by such plan, (ii) any Affiliated\nEquity Holder being prejudiced by Newco through its action or its failure to act\nunder any applicable state takeover statute, including Section 203 of the\nDelaware General Corporation Law, or (iii) otherwise causing any takeover\ndefense to materially impair or obstruct, or prevent (either legally or\nfinancially) the exercise by any Affiliated Equity Holder of rights granted\npursuant to this Article IV; provided, however, that (A) Newco may take action\n                             --------  -------                                \nor omit to take action having any such consequence to the extent that such\nconsequence occurs upon a material breach or violation by any Affiliated Equity\nHolder of this Agreement and (B) the execution by Newco, the Company or any\nSignificant Subsidiary of a definitive agreement in respect of a Business\nCombination that is consistent with the requirements of Section 4.03(c) hereof\nshall not be deemed to have the effects described in this Section 4.07.\n\n                                   ARTICLE V\n\n                         TRANSFER OF EQUITY SECURITIES\n                         -----------------------------\n\n          SECTION 5.01.  Transfer of Equity Securities.  (a) None of the\n                         -----------------------------                  \nAffiliated Equity Holders shall, directly or indirectly, sell, transfer or\notherwise dispose of any Equity Securities except (i) pursuant to a registered\nunderwritten public offering in accordance with the Registration Rights\nAgreement, (ii) in accordance with Rule 144 promulgated under the Securities\nAct, (iii) to any direct or indirect Subsidiary of Sprint and (iv) in a\ntransaction effected in accordance with the so-called \"Section 4(1  1\/2)\"\nexemption under the Securities Act.\n\n                                       26\n\n \n          (b) Subject to the provisions of Section 4.02(e), 4.03(d) and 4.04(b)\nhereof, and notwithstanding the permissive aspects of items (i) through (iv) of\nSection 5.01(a) hereof, none of the Affiliated Equity Holders shall, directly or\nindirectly, sell, transfer or otherwise dispose of any interest in any Equity\nSecurities to any purchaser or group (within the meaning of Rule 13d-5(b) under\nthe Exchange Act) of purchasers, if, after giving effect to such sale, such\npurchaser or group of purchasers would, to Sprint's knowledge, own, or have the\nright to acquire, 5% or more of the Equity Securities then outstanding, except\nto any Person that is not obligated (or would not, by virtue of such purchase,\nreasonably be anticipated to be obligated) to file a Schedule 13D with the SEC\npursuant to each of paragraphs (b) and (e) of Rule 13d-1 under the Exchange Act.\n\n          (c) None of the Affiliated Equity Holders shall sell, transfer or\notherwise dispose of any of the capital stock of any Subsidiary of such\nAffiliated Equity Holder that owns Equity Securities, except to another\nSubsidiary of Sprint, and then only if such Subsidiary complies with the\ntransfer and assignment provisions of Section 7.05 hereof.\n\n          (d) Purported transfers of Equity Securities that are not in\ncompliance with this Article V shall be of no force or effect.\n\n          (e) Notwithstanding the foregoing, sales, transfers and dispositions\namong a group consisting only of Affiliated Equity Holders shall not constitute\na breach of this Section 5.01, provided that each of such Affiliated Equity\nHolders complies with the transfer and assignment provisions of Section 7.05\nhereof.\n\n                                  ARTICLE VI\n\n                   REPRESENTATIONS, WARRANTIES AND COVENANTS\n                   -----------------------------------------\n\n          SECTION 6.01.  Representations and Warranties.  Each of Sprint and\n                         ------------------------------                     \nSprint L.P. represents and warrants to the Company and Newco as follows:\n\n          (a) Sprint is a corporation, and Sprint L.P. is a partnership, that is\nduly organized, validly existing and in good standing under the laws of the\njurisdiction in which it is incorporated or organized and has the power and\nauthority to execute, deliver and perform this Agreement and to grant the\nIrrevocable Proxy.\n\n          (b) Each of this Agreement and the Irrevocable Proxy has been duly\nexecuted and delivered by each of Sprint and Sprint L.P., and constitutes a\nvalid and binding agreement or irrevocable proxy (coupled with an interest),\nrespectively, and is enforceable in accordance with its respective terms, except\nto the extent that the enforcement of this Agreement or the Irrevocable Proxy\nmay be limited by (i) bankruptcy, insolvency, reorganization, moratorium or\nother similar laws now or hereafter in effect relating to creditors' rights\ngenerally, and (ii) general principles of equity regardless of whether\nenforceability is considered in a proceeding in equity or at law.\n\n          (c) The execution and delivery of this Agreement and of the\nIrrevocable Proxy did not, and the performance thereof, without obtaining the\nconsent of any third party will not,\n\n                                       27\n\n \nconflict with, or result in any violation of, or default (with or without notice\nor lapse of time, or both) under (i) in the case of Sprint, the certificate of\nincorporation or bylaws of Sprint, (ii) in the case of Sprint L.P., the\npartnership agreement of Sprint L.P., (iii) any loan or credit agreement, note,\nbond, mortgage, indenture, lease or other agreement, instrument, permit or\nlicense applicable to either Sprint or Sprint L.P. or any of the Equity\nSecurities owned by either, or (iv) any federal, state, local, municipal,\nforeign, international, multinational or other judicial or administrative order,\njudgment, decree, constitution, law ordinance, common law of Delaware or Kansas,\nregulation, statute or treaty applicable to either of Sprint or Sprint L.P. or\nany of the Equity Securities owned by either.  No consent, approval, order or\nauthorization of, or registration, declaration or filing with, any Governmental\nEntity (as defined in the Investment Agreement) or any party to a contract is\nrequired by or with respect to either Sprint or Sprint L.P. or in connection\nwith the execution and delivery of this Agreement or the applicable Irrevocable\nProxy.\n\n          (d) Except as set forth in this Agreement and the Ancillary\nAgreements, none of the Equity Securities owned by either of Sprint or Sprint\nL.P. is subject to (i) any preemptive rights, (ii) right of first refusal, (iii)\nright to purchase, acquire or vote, (iv) power of attorney, or (v) any other\nright.\n\n          (e) Each of Sprint and Sprint L.P. has the sole power, right and\nauthority to vote and to tender the Equity Securities beneficially owned by it\nin accordance with the terms of this Agreement and the Irrevocable Proxy.\n\n          (f) Each of Sprint and Sprint L.P. will take all action necessary to\ncause other Affiliated Equity Holders bound by the terms of this Agreement to\nabide by the terms of this Agreement.\n\n          SECTION 6.02.  Stock Ownership Reports.  The following informational\n                         -----------------------                              \nreporting requirements shall apply during the term of this Agreement:\n\n          (a) Newco Stock Report.  Newco shall provide to Sprint in writing a\n              ------------------                                             \nmonthly report (the \"Newco Outstanding Stock Report\") setting forth certain\ninformation and data pertaining to Newco for each calendar month (a \"Month\"),\nwhich shall be delivered to Sprint on or before the 15th day of the next\nfollowing month (a \"Report Delivery Date\").  The Newco Outstanding Stock Report\nshall be reasonable in detail and shall clearly set forth all of the following\ninformation:\n\n               (i) the number of New Securities issued by Newco during the\nMonth;\n\n               (ii) the number of New Securities issued by Newco as Transaction\nSecurities during the Month;\n\n               (iii)  the total number of shares of Newco Common Stock\noutstanding on the last day of the Month;\n\n          (iv) the total number of shares of Newco Common Stock, on a Fully-\nDiluted Basis, outstanding on the last day of the Month; and\n\n                                       28\n\n \n          (v) the total number of Available Top-Up Shares issuable in respect of\nTransaction Securities issued in the Month and Newco's calculation of the\nDilution Factor with respect to any such issuance of Transaction Securities.\n\n          (b) Sprint Ownership Report.  Sprint shall provide to Newco in writing\n              -----------------------                                           \na monthly report setting forth certain information and data pertaining to the\nownership of Equity Securities of Newco by Affiliated Equity Holders (the\n\"Sprint Ownership Report\"), which shall be delivered to Newco on or before the\nReport Delivery Date; provided, however, that Sprint's only obligation with\n                      --------  -------                                    \nrespect to furnishing a Sprint Ownership Report for a month in which no\nownership changes occurred shall be to notify Newco in writing of that fact.\nThe Sprint Ownership Report shall be reasonable in detail and shall clearly set\nforth in reasonable detail all of the following information:\n\n                (i)   the number of shares of Equity Securities of Newco bought\nand sold in accordance with the terms of the Governance Agreement during such\nMonth;\n\n                (ii)  Sprint's calculation of the number of Available Top-Up\nshares with respect to issuances of Transactional Securities, as of the last day\nof the Month; and\n\n                (iii) Sprint's calculation of Sprint's Percentage Interest as of\nthe last day of the Month.\n\n          (c) Each Newco Outstanding Stock Report and Sprint Ownership Report\n(individually, a \"Report\" and together, the \"Reports\") shall state the month to\nwhich it applies, and shall be signed by an authorized officer of the applicable\nparty.  Newco represents and warrants that each Newco Outstanding Stock Report\nshall be true and correct in all material respects on the Report Delivery Date.\nSprint represents and warrants that each Sprint Ownership Report shall be true\nand correct in all material respects on the Report Delivery Date.  If a Report\nis determined to be incorrect in any respect at any time after delivery to the\nother party, the submitting party must resubmit a true and accurate replacement\nReport which identifies all such corrections; provided, however, that the\n                                              --------  -------          \nsubmission of any replacement Report or the failure of any Party to submit such\nreplacement Report shall not constitute a waiver by any other Party hereto of\nany substantive rights otherwise existing under this Agreement.\n\n                                  ARTICLE VII\n\n                                 MISCELLANEOUS\n                                 -------------\n\n          SECTION 7.01.  Effectiveness; Termination; Survival.  (a) This\n                         ------------------------------------           \nAgreement shall become effective at the Closing.  This Agreement shall terminate\nat the earliest of the following to occur:  (i) the termination of the\nInvestment Agreement in accordance with its terms; (ii) such time as Sprint's\nPercentage Interest is greater than 90% or less than the Lower Threshold; (iii)\nthe expiration of the Sprint Right to Offer Period; (iv) the first date on which\nany Person or 13D Group (other than Affiliated Equity Holders) is determined (A)\nto beneficially own or control more than 35% of the Equity Securities\noutstanding by virtue of the acquisition of such securities pursuant to a Third-\nParty Offer if the rights granted and process contemplated by Article IV hereof\nhave been effected in accordance with the terms thereof or (B) to beneficially\n\n                                       29\n\n \nown or control 50% or more of the Voting Equity Securities outstanding; (v) upon\nthe termination of the Marketing Agreement in accordance with Sections\n24(b)(ii), 24(c), 24(d)(i), or 24(d)(ii) thereof; or (vi) upon the exercise by\nany \"Holder\" of \"Registrable Securities\" under the Registration Rights Agreement\nof registration rights (demand or incidental) held by Person thereunder.\n\n          (b) Notwithstanding the termination of this Agreement as set forth in\nSection 7.01(a) above, until the sixth anniversary of the Closing Date and\nthereafter for so long as Sprint's Percentage Interest is greater than the Lower\nThreshold, then Sprint shall still be subject to the restrictions set forth in\nSections 4.01 and 5.01 hereof (the \"Standstill Provisions\") and, for so long as\nSprint's Percentage Interest remains greater than the Lower Threshold, Sprint\nshall still have rights pursuant to this Agreement under Section 2.01 (subject\nto termination of such rights by virtue of Section 2.01(d)) and Section 3.01(b).\nIn such event, the Standstill Provisions, Section 2.01, Section 3.01(b), Article\nVII and any definition or definitional provision of any of the foregoing\nprovisions of this Agreement shall remain in full force and effect until such\ntime as Sprint's Percentage Interest is less than the Lower Threshold (provided,\n                                                                       -------- \nthat, the use of any such definitions for such limited purpose shall not give\n----                                                                         \nrise to any of the substantive rights or obligations that relate to such\ndefinitions); provided, however, that during any period in which the Standstill\n              --------  -------                                                \nProvisions survive, Sprint and its Affiliates may directly approach the Board of\nDirectors of Newco in order to make an offer to effect a Business Combination.\n\n          SECTION 7.02.  Notices.  Unless otherwise provided herein, any notice,\n                         -------                                                \nrequest, waiver, instruction, consent or document or other communication\nrequired or permitted to be given by this Agreement shall be effective only if\nit is in writing and (a) delivered by hand or sent by certified mail, return\nreceipt requested, (b) if sent by a nationally-recognized overnight delivery\nservice with delivery confirmed, or (c) if telexed or telescoped, with receipt\nconfirmed as follows:\n\n        The Company:          3100 New York Drive\n                              Pasadena, California 91107\n                              Attn.: President and CEO\n                              Telecopy No.: 626\/296-4161\n\n        With a copy to:       Hunton &amp; Williams\n                              NationsBank Plaza, Suite 4100\n                              600 Peachtree Street, N.E.\n                              Atlanta, Georgia  30308-2216\n                              Attn:  Scott M. Hobby, Esq.\n                              Telecopy No.: (404) 888-4190\n\n        Newco and Newco Sub:  3100 New York Drive\n                              Pasadena, California 91107\n                              Attn: President and CEO\n                              Telecopy No.: 626\/296-4161\n\n                                       30\n\n \n        with a copy to:       Hunton &amp; Williams\n                              NationsBank Plaza, Suite 4100\n                              600 Peachtree Street, N.E.\n                              Atlanta, Georgia  30308-2216\n                              Attn: Scott M. Hobby, Esq.\n                              Telecopy No.: (404) 888-4190\n\n        Sprint:               Sprint Corporation\n                              2330 Shawnee Mission Parkway\n                              Westwood, Kansas 66205\n                              Attn:  Chief Financial Officer\n                              Telecopy No.: (913) 624-8426\n\n        with a copy to:       Sprint Corporation\n                              2330 Shawnee Mission Parkway\n                              Westwood, Kansas 66205\n                              Attn:  Corporate Secretary\n                              Telecopy No.: (913) 624-8233\n\n        with an additional \n        copy to:              Stinson, Mag &amp; Fizzell, P.C.\n                              1201 Walnut, Suite 2800\n                              P.O. Box 419251\n                              Kansas City, Missouri  64141-6251\n                              Attn:  John A. Granda, Esq.\n                              Telecopy No.: (816) 691-3495\n\nThe parties hereto (\"Parties\") shall promptly notify each other of any change in\ntheir respective addresses or facsimile numbers or of the Person or office to\nreceive notices, requests or other communications under this Section 7.02.\nNotice shall be deemed to have been given as of the date when so personally\ndelivered, when actually delivered by the U.S. Postal Service at the proper\naddress, the next day when delivered during business hours to an overnight\ndelivery service properly addressed or when receipt of a telex or telecopy is\nconfirmed, as the case may be, unless the sending party has actual Knowledge\nthat such notice was not received by the intended recipient.\n\n          SECTION 7.03.  Entire Agreement.  This Agreement and, upon execution\n                         ----------------                                     \nby all Parties thereto, the Investment Agreement and the Ancillary Agreements,\ntogether with the respective Schedules and Exhibits hereto and thereto, embody\nthe entire agreement and understanding of the Parties in respect to the matters\ncontemplated hereby and thereby and supersedes and renders null and void all\nother prior agreements and understandings, written and oral, with respect to the\nsubject matter hereof and thereof, provided, that, this provision shall not\n                                   --------  ----                          \nabrogate any other written agreement between the Parties executed simultaneously\nwith this Agreement.  No Party shall be liable or bound to any other Party in\nany manner by any promises, conditions, representations, warranties, covenants,\nagreements and understandings, except as specifically set forth herein or\ntherein.\n\n                                       31\n\n \n          SECTION 7.04.  Waiver.  Except as otherwise permitted in this\n                         ------                                        \nAgreement, the terms or conditions of this Agreement may not be waived unless\nset forth in a writing signed by the Party entitled to the benefits thereof.  No\nwaiver of any of the provisions of this Agreement shall be deemed or shall\nconstitute a waiver of such provision at any time in the future or a waiver of\nany other provision hereof.  The rights and remedies of the Parties are\ncumulative and not alternative.  Except as otherwise permitted in this\nAgreement, neither the failure nor any delay by any Party in exercising any\nright, power or privilege under this Agreement, any of the Ancillary Agreements\nor the documents referred to in this Agreement or therein will operate as a\nwaiver of such right, power or privilege, and no single or partial exercise of\nany such right, power or privilege will preclude any other or further exercise\nof such right, power or privilege or the exercise of any other right, power or\nprivilege.\n\n          SECTION 7.05.  Successors and Assigns.  Neither this Agreement nor any\n                         ----------------------                                 \nof the rights, interests or obligations under this Agreement shall be assigned\nor transferred, in whole or in part, by any of the Parties without the prior\nwritten consent of the other Parties; provided, however, that such assignment or\n                                      --------  -------                         \ntransfer may be made by (i) by Sprint or Sprint L.P. to any of their respective\nAffiliates who are \"controlled\" (as such term is defined in Rule 12b-2\npromulgated pursuant to the Exchange Act) by Sprint or Sprint L.P., or (ii)\npursuant to any merger or sale of substantially all of the assets of Sprint or\nsuch Affiliates (or any transaction having such effect) that is pursuant to an\nagreement entered into after the Closing; provided, however, that, in either\n                                          --------  -------                 \nsuch case, before such assignment may take effect, the proposed successor or\nassignee agrees in writing to be bound by all of the provisions hereof and\nexecutes an Irrevocable Proxy.  Subject to the preceding sentence, this\nAgreement will be binding upon, inure to the benefit of, and be enforceable by,\nthe parties and their respective successors and assigns.  Any attempted\nassignment in violation of this Section 7.05 shall be void.\n\n          SECTION 7.06.  Governing Law.  This Agreement shall be construed in\n                         -------------                                       \naccordance with and governed by the laws of the State of Delaware, without\nregard to conflict of laws principles.\n\n          SECTION 7.07.  Severability.  If any term or provision of this\n                         ------------                                   \nAgreement or the application thereof to either party or set of circumstances\nshall, in any jurisdiction and to any extent, be finally held invalid or\nunenforceable, such term or provision shall only be ineffective as to such\njurisdiction, and only to the extent of such invalidity or unenforceability,\nwithout invalidating or rendering unenforceable any other terms or provisions of\nthis Agreement or under any other circumstances, and the Parties shall negotiate\nin good faith a substitute provision which comes as close as possible to the\ninvalidated or unenforceable term or provision, and which puts each party in a\nposition as nearly comparable as possible to the position it would have been in\nbut for the finding of invalidity or unenforceability, while remaining valid and\nenforceable.\n\n          SECTION 7.08.  Counterparts.  This Agreement may be executed in one or\n                         ------------                                           \nmore counterparts each of which when so executed and delivered shall for all\npurposes be deemed to be an original but all of which, when taken together,\nshall constitute one and the same Agreement.\n\n                                       32\n\n \n          SECTION 7.09.  Headings.  The table of contents, captions and headings\n                         --------                                               \nused in this Agreement are inserted for convenience only and shall not be deemed\nto constitute part of this Agreement or to affect the construction or\ninterpretation hereof.\n\n          SECTION 7.10.  No Third-Party Beneficiaries.  Nothing in this\n                         ----------------------------                  \nAgreement or any Ancillary Agreements, express or implied, shall create or\nconfer upon any Person (including but not limited to any employees), other than\nthe Parties or their respective successors and permitted assigns, any legal or\nequitable rights, remedies, obligations, liabilities or claims under or with\nrespect to this Agreement except as expressly provided herein.\n\n          SECTION 7.11.  Interpretation.  (a)  Unless specifically stated\n                         --------------                                  \notherwise, references to Articles, Sections, Exhibits and Schedules refer to\nArticles, Sections, Exhibits and Schedules in this Agreement.  References to\n\"includes\" and \"including\" mean \"includes without limitation\" and \"including\nwithout limitation.\"\n\n          (b) Each Party is a sophisticated legal entity that was advised by\nexperienced counsel and, to the extent it deemed necessary, other advisors in\nconnection with this Agreement.  Accordingly, each Party hereby acknowledges\nthat no Party has relied or will rely in respect of this Agreement or the\ntransactions contemplated hereby upon any document or written or oral\ninformation previously furnished to or discovered by it or its representatives,\nother than this Agreement or the documents and instruments delivered at the\nClosing.\n\n          (c) No provision of this Agreement shall be interpreted in favor of,\nor against, either of the Parties by reason of the extent to which either such\nParty or its counsel participated in the drafting thereof or by reason of the\nextent to which any such provision is inconsistent with any prior draft hereof\nor thereof.\n\n          SECTION 7.12.  Inclusion of Information in Schedules.  The inclusion\n                         -------------------------------------                \nof any information in any disclosure schedule (i) shall not be deemed an\nadmission that any such information is material for purposes of the\nrepresentation and warranty to which it relates or any other representation and\nwarranty or for any other purpose related to this Agreement or any Ancillary\nAgreement or the transactions contemplated hereby or thereby, including, without\nlimitation, for purposes of any covenants, closing conditions or any other\nremedies the Parties may have, and (ii) shall not be used or interpreted in any\nmanner to create a standard of materiality for any such purpose.\n\n          SECTION 7.13.  Exclusive Jurisdiction and Consent to Service of\n                         ------------------------------------------------\nProcess. The Parties agree that any legal action arising out of or relating to\n-------                                                                       \nthis Agreement or the transactions contemplated hereby or thereby shall be\ninstituted by the Parties only in a Delaware state court or a federal court\nsitting in that state, which shall be the exclusive venue of any such action.\nEach Party waives any objection which such party may now or hereafter have to\nthe laying of venue of any such action, and irrevocably consents and submits to\nthe jurisdiction of any such court (and the appropriate appellate courts) in any\nsuch action.  Any and all service of process and any other notice in any such\naction shall be effective against such Party when transmitted in accordance with\nSection 7.02.  Nothing contained herein shall be deemed to affect the right of\nany Party to serve process in any manner permitted by applicable law.\n\n                                       33\n\n \n          SECTION 7.14.  Amendment.  No amendment, modification or alteration of\n                         ---------                                              \nthe terms or provisions of this Agreement or any Ancillary Agreement, including\nany Schedules and Exhibits hereto or thereto, shall be binding unless the same\nshall be in writing and duly executed by the Party against whom such amendment,\nmodification or alteration is sought to be enforced.\n\n          SECTION 7.15.  Survival.  All of the representations, warranties,\n                         --------                                          \ncovenants and agreements set forth in this Agreement shall survive the Closing.\n\n          SECTION 7.16.  WAIVER OF JURY TRIAL.  THE COMPANY, NEWCO, SPRINT AND\n                         --------------------                                 \nSPRINT L.P. HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT IT MAY\nHAVE TO A TRIAL BY JURY IN ANY ACTION INVOLVING, DIRECTLY OR INDIRECTLY, ANY\nMATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT\nOF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR\nTHE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.\n\n          SECTION 7.17.  Specific Performance.  The Parties agree that immediate\n                         --------------------                                   \nirreparable damages for which there is no adequate remedy at law would occur in\nthe event that any provision of this Agreement is not performed in accordance\nwith the specific terms hereof or is otherwise breached.  It is accordingly\nagreed that in the event of a failure by a party to perform its obligations\nunder this Agreement, the non-breaching Party shall be entitled to specific\nperformance through injunctive relief to prevent breaches of the provisions of\nthis Agreement and to enforce specifically the provisions of this Agreement in\nany action instituted in any court having subject matter jurisdiction, in\naddition to any other remedy to which such Party may be entitled, at law or in\nequity.\n\n          SECTION 7.18.  Voting Agreement; Proxy.  (a) To the extent this\n                         -----------------------                         \nAgreement constitutes a voting agreement in accordance with Section 218(c) of\nthe Delaware General Corporation Law, it is intended to comply therewith and be\nenforceable thereunder.  The voting obligations of Sprint under this Agreement,\nincluding without limitation, those set forth in Sections 2.02, 4.02 and 4.03\nhereof, shall be irrevocable.\n\n          (b) In order to ensure that the voting agreements set forth in\nSections 2.02, 4.02 and 4.03 hereof will be fulfilled, each of Sprint and Sprint\nL.P. agrees to grant, and concurrently with the execution of this Agreement\nhereby grants, to the Company and Newco, or either of them, an Irrevocable\nProxy, coupled with an interest, with respect to (a) the matters contemplated by\nSection 2.02 hereof, all of the Equity Securities owned by Affiliated Equity\nHolders and (b) with respect to the matters contemplated by Section 4.02 or\nSection 4.03 hereof, the Specified Number of Equity Securities covered by such\nvoting agreements which Sprint or Sprint L.P. beneficially owns, as determined\nunder Rule 13d-3 of the Exchange Act, in each such case, for and in the name,\nplace and stead of such stockholder or any of its Affiliated Equity Holders, at\nany annual or special meeting of the holders of Newco Common Stock and at any\nadjournment or postponement thereof, or pursuant to any consent in lieu of a\nmeeting. The Irrevocable Proxy granted by each of the Sprint and Sprint L.P.\nconstitutes the valid and effective \n\n                                       34\n\n \nirrevocable proxy, coupled with an interest, of each of Sprint and Sprint L.P.\nin respect of the Equity Securities beneficially owned by each of them, within\nthe meaning of Section 212(e) of the Delaware General Corporation Law; revokes\nany proxy or proxies or powers of attorney heretofore given by either of them in\nrespect of such Equity Securities; shall remain in full force and effect and is\nand shall be irrevocable until the termination of this Agreement and is coupled\nwith an interest and an integral part of the benefits and obligations of each of\nSprint and Sprint L.P. and the rights and benefits of the Company and Newco.\n\n                                       35\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                              SPRINT CORPORATION\n\n                              By: \/s\/ Theodore H. Schell\n                                 --------------------------------------\n                                 Name:  Theodore H. Schell\n                                 Title: Vice President - Strategic Planning \n                                        and Corporate Development\n\n\n                              SPRINT COMMUNICATIONS COMPANY L.P.\n\n                              By:  U.S. Telecom, Inc., General Partner\n\n                              By: \/s\/ Don A. Jensen\n                                 --------------------------------------\n                                 Name:  Don A. Jensen\n                                 Title: Vice President and Secretary\n\n                              EARTHLINK NETWORK, INC.\n\n                              By: \/s\/ Charles G. Betty\n                                 --------------------------------------\n                              Name:   Charles G. Betty\n                              Title:  President and CEO\n\n                              NEWCO, INC.\n\n                              By: \/s\/ Charles G. Betty\n                                 --------------------------------------\n                              Name:   Charles G. Betty\n                              Title:  President and CEO\n\n\n\n                   [SIGNATURE PAGE FOR GOVERNANCE AGREEMENT]\n\n                                       36\n\n \n                                                                SCHEDULE 2.01 TO\n                                                        THE GOVERNANCE AGREEMENT\n\n                              Board of Directors\n                              ------------------\n\nManagement Directors\n--------------------\n\nSky D. Dayton\nC. Garry Betty\n\n \n\n \n\n\nIndependent Directors\n---------------------\n\nSidney Azeez\nRobert M. Kavner\nLinwood A. Lacy, Jr.\nPaul McNulty\nKevin M. O'Donnell\nJohn W. Sidgmore\nReed E. Slatkin\n\n\n \n                  IRREVOCABLE PROXY COUPLED WITH AN INTEREST\n\n\n     The undersigned hereby irrevocably appoint(s) EarthLink Network, Inc., a\nDelaware corporation (\"EarthLink Network\"), or Newco, Inc., a Delaware\ncorporation (\"Newco\"), or either of them, as the proxy of the undersigned and\nhereby grant(s) to EarthLink Network or Newco this irrevocable proxy coupled\nwith an interest (\"Irrevocable Proxy\") with respect to the following Equity\nSecurities of the undersigned or any Affiliated Equity Holder of the undersigned\nthat the undersigned owns of record or otherwise has the right to vote, with all\npower and authority to vote and to execute and deliver written consents, in each\ncase in accordance with the terms of Sections 2.02, 4.02 and 4.03 of the\nGovernance Agreement to the extent specified below:\n\n          (a) With respect to any matter contemplated by Section 2.02 of that\n     certain Governance Agreement dated February 10, 1998 (the \"Governance\n     Agreement\") by and among EarthLink Network, Newco, Sprint Corporation and\n     Sprint Communications Company L.P., as to all Equity Securities owned by\n     the undersigned or by any Affiliated Equity Holder of the undersigned;\n\n          (b) With respect to any matter contemplated by Section 4.02 or Section\n     4.03 of the Governance Agreement, as to the Specified Number of Equity\n     Securities owned by the undersigned or by any Affiliated Equity Holder of\n     the undersigned;\n\nin each case, in the name, place and stead of the undersigned, and at any annual\nor special meeting of stockholders of EarthLink Network or Newco or at any\nadjournment or postponement thereof, or as to any action that can be taken by\nwritten consent; and in each case to the same extent and with the same effect as\nthe undersigned might or could do under any applicable law or regulation\ngoverning the rights and powers of stockholders of a Delaware corporation,\nirrespective of whether the undersigned is present at such meeting.\n\n          This Irrevocable Proxy constitutes a valid and effective irrevocable\nproxy coupled with an interest of EarthLink Network and Newco in the Equity\nSecurities, within the meaning of Section 212(e) of the Delaware General\nCorporation Law, of the undersigned in respect of the foregoing Equity\nSecurities and revokes any proxy or proxies heretofore given by the undersigned\nin respect of any such Equity Securities.  This Irrevocable Proxy shall remain\nin full force and effect and be irrevocable until termination of the Governance\nAgreement.  Unless otherwise defined herein, all capitalized terms shall have\nthe meanings ascribed to them in the Governance Agreement.\n\n\n \n     Until such time as the Governance Agreement is terminated, this Irrevocable\nProxy shall continue to cover all Equity Securities sold, transferred or\notherwise disposed of after the date hereof other than in accordance with the\nterms and provisions of the Governance Agreement.\n\n\n\nDated:  February    , 1998      SPRINT CORPORATION\n                 ---\n\n                              By:\n                                 --------------------------------------\n                              Name:\n                                   ------------------------------------\n                              Title:\n                                    -----------------------------------\n\n\n\n \n                              SPRINT COMMUNICATIONS COMPANY L.P.\n\n\n                              By:  U.S. Telecom, Inc.\n\n                              By:\n                                 --------------------------------------\n                                     General Partner\n\n\nSTATE OF          )\n                  )  ss.\nCOUNTY OF         )\n         ---------\n\n          Sworn to and subscribed before me this ___ day of February, 1998 and\nacknowledged before me as being the free act and deed of the above\nsignatory(ies).\n\n\n\n \n                                 --------------------------------------\n                                              Notary Public\n\n\nMy Commission expires:\n                      ---------------------\n\n\n\n            [SIGNATURE PAGE FOR IRREVOCABLE PROXY WITH AN INTEREST]\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7397],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9553,9556],"class_list":["post-40788","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-earthlink-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-corporate","corporate_contracts_types-corporate__govern"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40788","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40788"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40788"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40788"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40788"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}