Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Powertel Certificate, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates held by such Person shall pass, only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as VoiceStream Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel CertificateParent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject the amount of Merger Consideration that such holder has the right to the agreement signed by Rule 145 Affiliates receive pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c3.1(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the stock transfer records books of Powertelthe Company, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered Merger Consideration in exchange therefor may be made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentCertificate.

Exchange Procedure. 2.2.1 Prior to or at the Effective Time, Purchaser shall deposit with Equiniti Trust Company, LLC, or such other bank or trust company as Purchaser may designate (the "Exchange Agent"), for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, whether represented by Certificates or held as Book-Entry Shares, shares of Purchaser Common Stock, in the aggregate amount equal to the number of shares of Purchaser Common Stock to which holders of Company Common Stock are entitled pursuant to Section 2.1. In addition, Purchaser shall deposit with the Exchange Agent, prior to or at the Effective Time and as necessary from time to time after the Effective Time, cash in an amount sufficient to make payment in lieu of any fractional shares pursuant to Section 2.8, and payment of any dividends or other distributions payable pursuant to Section 2.3. All such shares of Purchaser Common Stock and cash deposited with the Exchange Agent pursuant to this Section 2.2.1 is referred to as the "Exchange Fund." 2.2.2 As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Purchaser shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock (other than the Excluded Shares), as of the Effective Time, a Powertel Certificate, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall Certificates or Book-Entry Shares will pass, only upon proper delivery of such Powertel Certificate Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates or Book-Entry Shares in exchange for the property described Merger Consideration, any cash in the next sentence. lieu of fractional shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuant to Section 2.3. 2.2.3 Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(aa) of this Agreement) book-entry shares representing the number of whole shares of VoiceStream Purchaser Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c)2.1, (b) cash in lieu of any fractional share of VoiceStream Common Stock in accordance with shares payable pursuant to Section 1.07(e2.8, and (c) any dividends or distributions payable pursuant to Section 2.3, and the dividends such Certificates and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Book-Entry Shares so surrendered shall forthwith be cancelled. canceled. 2.2.4 In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the transfer records of PowertelCompany, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock the Merger Consideration may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate Certificates or Book-Entry Shares so surrendered in exchange therefor is registered, are registered if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Purchaser, that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.072.2.4, each Powertel Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the Merger Consideration, any cash in lieu of fractional shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedpayable pursuant to Section 2.8, (B) and any dividends and or other distributions in accordance with payable pursuant to Section 1.07(d)2.3. 2.2.5 Any portion of the Exchange Fund that remains undistributed to holders of Certificates or Book-Entry Shares for one year after the Effective Time shall be delivered to Purchaser, upon demand, and (C) any cashholders of Certificates or Book-Entry Shares who have not then complied with this Article II shall thereafter look only to Purchaser for, without interestand Purchaser shall remain liable for, to be paid payment of their claims for the Merger Consideration, any cash in lieu of any fractional share of VoiceStream Common Stock shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuant to Section 2.3, in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentArticle II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no in any event not later than five (5) Business Days after the Effective Timedays thereafter, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail to each holder of record of (x) a Powertel Certificatecertificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Company Certificates”) and (y) any non-certificated shares held by book entry (“Book Entry Shares”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon proper delivery of such Powertel Certificate the Company Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as VoiceStream Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Company Certificates and Book Entry Shares in exchange for the property described Merger Consideration as provided in Section 1.6(b). Exchange of any Book Entry Shares shall be effected in accordance with the next sentenceExchange Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Certificate or Book Entry Share for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel CertificateParent, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate or Book Entry Share shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c)Merger Consideration, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Company Certificate or Book Entry Share so surrendered shall forthwith be cancelled. Parent shall cause the Paying Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Company Certificates or Book Entry Shares. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock payment may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Company Certificate so surrendered in exchange therefor is registered, if such Powertel Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Company Certificate or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.071.7(b), each Powertel Company Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Merger Consideration pursuant to Section 1.07(d1.6(b), and (C) any cash, without interest, to . No interest will be paid in lieu or will accrue on the cash payable upon the surrender of any fractional share Company Certificate or Book Entry Share. All amounts payable hereunder to a holder of VoiceStream Common Company Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect rounded to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentnearest cent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Mercantile shall cause the Exchange Agent to mail to each holder of record of shares of Firstbank Common Stock (other than the Excluded Shares), as of the Effective Time, a Powertel Certificate, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall Certificates or Book-Entry Shares will pass, only upon proper delivery of such Powertel Certificate Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates or Book-Entry Shares in exchange for the property described Merger Consideration, any cash in the next sentencelieu of fractional shares payable pursuant to Section 2.7 and any dividends or other distributions payable pursuant to Section 2.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(aa) of this Agreement) book-entry shares representing the number of whole shares of VoiceStream Mercantile Common Stock into to which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time such holder is entitled pursuant to Section 1.06(c)2.1.2, (b) cash in lieu of any fractional share of VoiceStream Common Stock in accordance with shares payable pursuant to Section 1.07(e2.7, and (c) any dividends or distributions payable pursuant to Section 2.4, and the dividends such Certificates and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Firstbank Common Stock that is not registered in the transfer records of PowertelFirstbank, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock the Merger Consideration may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate Certificates or Book-Entry Shares so surrendered in exchange therefor is registered, are registered if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Mercantile, that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.072.3.2, each Powertel Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedMerger Consideration, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise shares payable pursuant to this Agreement Section 2.7 and any dividends or other distributions payable pursuant to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentSection 2.4.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, but Seller shall provide to Buyer and GTI (1) certified extracts from the Shareholders' Register evidencing the ownership of the Seller Shares by Buyer and the Supplemental Shares by Buyer's Designee, (2) a certified extract from the shareholders' register of the Principal Subsidiary dated no later than five one (51) Business Days after day prior to the Effective TimeClosing Date reflecting the Company as the sole owner of all the issued and outstanding shares of capital stock of the Principal Subsidiary, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (3) certified extracts dated as of a Powertel Certificate, (i) a letter date reasonably close to the Closing Date reflecting due ownership of transmittal (which shall specify that delivery shall be effectedthe shares and interests of the Company and the Company Subsidiaries in the other Company Subsidiaries and the Company Minority Interests, and risk (4) Share Transfer Orders duly executed by Seller and Seller's Designee ordering the transfer of loss the Seller Shares and title the Supplemental Shares, respectively, to a Powertel Certificate shall passBuyer and Buyer's Designee, only upon delivery respectively, together with the other documentation specified in Schedule 2.3(a), all of such Powertel Certificate to the Exchange Agent and which shall be in a form and have such other provisions substance satisfactory to Buyer and GTI (the "Seller Transfer Documentation"). (b) Simultaneously with the delivery by Seller at the Closing of the Seller Transfer Documentation, GTI shall cause to be delivered to Seller or an agent of Seller as VoiceStream may reasonably specifydirected by Seller in a location to be agreed among the Parties a single stock certificate in the name of Seller representing the entire amount of the GTI Shares (the "Stock Certificate"). The Stock Certificate shall bear the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentenceOR ANY STATE OR OTHER SECURITIES LAWS. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateNEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, together with such letter of transmittal duly executedSOLD, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c)ASSIGNED, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelledTRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicableHEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentTHESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT AND A STANDSTILL AGREEMENT."

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Powertel Certificate, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates held by such Person shall pass, only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as VoiceStream Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel CertificateParent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request) by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided, that the holders of any book-entry shares shall be deemed to have surrendered any Certificates representing book-entry shares upon receipt by the Paying Agent of receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject the amount of Merger Consideration that such holder has the right to the agreement signed by Rule 145 Affiliates receive pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c3.1(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the stock transfer records books of Powertelthe Company, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered Merger Consideration in exchange therefor may be made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentCertificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Time (but in any event no later than five (5) two Business Days after the Effective TimeClosing Date), the Surviving Corporation shall will cause the Exchange Paying Agent to mail to each record holder of, as of record of a Powertel Certificatethe Effective Time, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the “Certificates”) or (ii) shares of Common Stock represented by book-entry (the “Book-Entry Shares”): (A) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall the Certificates will pass, only upon delivery of such Powertel Certificate Certificates to the Exchange Paying Agent and shall be or, in a form and have such other provisions as VoiceStream may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), ; and (iiB) instructions for use in effecting the surrender of Powertel such Certificates in exchange for the property described or, in the next sentencecase of Book-Entry Shares, the surrender of such shares of Common Stock for payment of the Merger Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal transmittal, duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock executed in accordance with Section 1.07(e) the instructions thereto, and such other documents as may reasonably be required by the dividends Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate or Book-Entry Share, and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall such Certificate or Book-Entry Share will forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may No interest will be paid or will accrue on the Merger Consideration payable in respect of any Certificate or Book-Entry Share. If payment of the Merger Consideration is to or issued in be made to a name Person other than that the Person in which whose name the Powertel surrendered Certificate surrendered in exchange therefor is registered, if such Powertel it will be a condition of payment that the Certificate shall so surrendered will be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any will have paid all transfer or and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Powertel the Certificate surrendered or establish will have established to the satisfaction of the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicable. Until surrendered as contemplated Prior to the Effective Time, the Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Common Stock held of record by this Section 1.07, each Powertel Certificate shall be deemed at any time after DTC or such nominee immediately prior to the Effective Time to represent only multiplied by the Merger Consideration (A) such amount, the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d“DTC Payment”), and (Cy) any cashif the Closing occurs after 11:30 am (New York time) on the Closing Date, without interest, the Paying Agent will transmit to be paid DTC or its nominee on the first Business Day after the Closing Date an amount in lieu of any fractional share of VoiceStream Common Stock cash in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect immediately available funds equal to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentDTC Payment.

Exchange Procedure. As soon as reasonably practicable after the Merger Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, certificate or certificates representing Shares or Company Preferred Shares (the “Certificates”) or of Company OP Units (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon delivery of such Powertel Certificate the Certificates to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify)Agent) and, and (ii) if applicable, instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described consideration (and any unpaid distributions and dividends) contemplated by Section 2.2 and this Section 2.3, including cash in the next sentencelieu of fractional Parent Shares. Upon (i) surrender of a Certificate for cancellation to the Exchange Agent of any Powertel Certificate(sAgent, if applicable, and (ii) held delivery by any such a holder of record of a Powertel Certificate, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, such holder, if a holder of a Certificate representing Shares or Company OP Units, shall be entitled to receive promptly in exchange therefor (x) a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) certificate representing the that number of whole shares Parent Shares, (y) a check representing the amount of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(eshares, if any, and (z) and the unpaid dividends and other distributions with respect to the Parent Shares as provided for in accordance Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II or in respect of such Company OP Units and, if a holder of a Certificate representing Company Preferred Shares, shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of shares of New Parent Preferred Stock and (y) unpaid dividends and distributions with respect to the New Parent Preferred Stock as provided for in Section 1.07(d2.3(c); and , if any, that such holder has the Powertel Certificate(s) so right to receive in respect of the Certificate surrendered shall forthwith pursuant to the provisions of this Article II, in all such cases after giving effect to any required withholding Tax. No interest will be cancelledpaid or accrued on the cash payable to holders of Shares, Company OP Units or Company Preferred Shares. In the event of a transfer of ownership of shares of Powertel Stock Shares, Company OP Units or Company Preferred Shares that is not registered in the transfer records of Powertelthe Company or Company OP, cash a certificate representing the proper number of Parent Shares or a VoiceStream Certificate representing shares of VoiceStream Common Stock New Parent Preferred Stock, together with a check for the cash to be paid pursuant to this Section 2.3, may be paid issued to or issued in such a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, transferee if such Powertel Certificate shall be properly endorsed or such Certificate or Company OP Units shall otherwise be in proper form for transfer and the person requesting such payment transferee shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or Company OP Units or establish to the satisfaction of the Surviving Corporation Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream Parent or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by lawAgent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock Person in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentmade.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but and in any event no later than five (5) Business Days after the Effective Timethereafter, the Surviving Corporation Exchange Agent shall, and Newco shall use its reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a Powertel Certificatean IMC Certificate that immediately prior to the Effective Time represented outstanding shares of IMC Stock whose shares were converted into and became the right to receive shares of Newco Stock pursuant to Section 3.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the IMC Certificates shall pass, only upon delivery of such Powertel Certificate the IMC Certificates to the Exchange Agent and shall be in a such form and have such other provisions as VoiceStream Newco may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the IMC Certificates in exchange for the property described in the next sentenceNewco Certificates. Upon surrender of an IMC Certificate for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, properly completed and duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such IMC Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this AgreementNewco Certificate(s) representing the number and class of whole shares of VoiceStream Common Newco Stock into which such holder has the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time right to receive pursuant to Section 1.06(c)the provisions of this Article III, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) IMC Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in an IMC Certificate after the transfer records of PowertelEffective Time, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock exchange may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel IMC Certificate so surrendered in exchange therefor is registered, if such Powertel IMC Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such payment shall pay Exchange Agent that any transfer or other Taxes taxes required by reason of such exchange in the payment to a person name other than that of the registered holder of such Powertel IMC Certificate or establish to the satisfaction of the Surviving Corporation that such Tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.073.05, each Powertel IMC Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream upon such surrender a Newco Certificate or Certificates representing evidencing the shares of VoiceStream Common Stock into Merger Consideration to which the shares of Powertel Stock represented by such Powertel Certificate have been convertedholder thereof is entitled in accordance with Section 3.01 or Section 3.02, (B) as the case may be, and any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be which such holder is entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentSection 3.05(f).

Exchange Procedure. (i) Prior to Closing, Newco, Industrea and the Exchange Agent shall enter into an exchange agent agreement, in a form reasonable acceptable to Newco and Industrea. (ii) As soon as reasonably practicable after following the Effective Timedate hereof, but no later than five Industrea shall (5x) Business Days after deposit with the Effective TimeExchange Agent in trust for the benefit of the holders of shares of Industrea Stock prior to the Closing, certificates representing the Surviving Corporation Newco Common Shares issuable pursuant to Section 2.3(b) hereof (or appropriate alternative arrangements shall be made if such securities will be issued in book-entry form) and (y) cause the Exchange Agent to mail or otherwise deliver to each holder of record shares of Industrea Stock (each, a Powertel Certificate, “Industrea Stockholder”) (i1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to in customary form provided by the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii2) instructions for use in effecting surrendering the certificates representing shares of Industrea Stock (the “Industrea Certificates”) and receiving the Newco Common Shares issuable in respect of the shares of Industrea Stock represented thereby or otherwise held by such Industrea Stockholder. After the Industrea Effective Time, each Industrea Stockholder, upon surrender of Powertel Certificates an Industrea Merger Letter of Transmittal, shall be entitled to receive from the Exchange Agent in exchange for the property therefor such number and type of Newco Common Shares as described in the next Industrea Closing Exchange Schedule. Notwithstanding the foregoing, in the event that, prior to the Closing Date, an Industrea Stockholder delivers an Industrea Merger Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, such Industrea Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor at the Closing such Newco Common Shares as described in the immediately preceding sentence. Upon In the event that any Industrea Stockholder’s shares of Industrea Stock are certificated, such Industrea Stockholder shall be required to surrender for cancellation and deliver to the Exchange Agent all Industrea Certificates, or a duly completed affidavit of loss (in form and substance reasonably acceptable to Newco) with respect to any Powertel Certificate(s) held by any holder of record of a Powertel lost, stolen, or destroyed Industrea Certificate, together with such letter Industrea Stockholder’s Industrea Merger Letter of transmittal duly executedTransmittal, before such holder Industrea Stockholder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to payment of its applicable portion of the agreement signed by Rule 145 Affiliates Newco Common Shares pursuant to this Section 5.08(a3.9(e)(ii). Pending such surrender of an Industrea Stockholder’s Industrea Certificate(s), such Industrea Certificate(s) of this Agreement) representing shall be deemed for all purposes to evidence such Industrea Stockholder’s right to receive the number of whole Newco Common Shares into which such shares of VoiceStream Common Industrea Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of as a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason result of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentIndustrea Merger.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective TimeDate, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Computershare Trust Company, Inc. ("Exchange Agent Agent") to mail to each holder of record of a Powertel Certificatecertificate or certificates which immediately prior to the Effective Time represented shares of Outstanding Company Common Stock (the "Stock Certificates") whose shares are being converted into the Cash Consideration pursuant to Section 2.6 hereof (less any amount held in escrow pursuant to Section 2.6(c) hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate of the Stock Certificates shall pass, only upon delivery of such Powertel Certificate the Stock Certificates to the Exchange Agent and which shall be in a such form and have such other provisions as VoiceStream Parent may reasonably specify), ) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of Powertel the Stock Certificates in exchange for the property described Cash Consideration (less any amount held in the next sentenceescrow pursuant to Section 2.6(c) hereof). Upon surrender of a Stock Certificate for cancellation to the Exchange Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel CertificateParent, together with such letter of transmittal duly executed, the holder of such holder Stock Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate the Cash Consideration (which shall not include less any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates amount held in escrow pursuant to Section 5.08(a2.6(c) hereof) to which the holder of this Agreement) representing the number of whole shares of VoiceStream Outstanding Company Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time is entitled pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common 2.6 hereof. The Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any Outstanding Company Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.8, each Powertel Stock Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only (A) amount of the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock Cash Consideration into which the shares of Powertel Outstanding Company Common Stock represented by such Powertel Stock Certificate have been converted, . (Bb) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu The Cash Consideration delivered upon the surrender for exchange of any fractional share shares of VoiceStream Outstanding Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding Company Common Stock which were outstanding immediately prior to the Effective Date. If, after the Effective Date, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.07(e). VoiceStream 2.8. (c) In the event that any Stock Certificates evidencing shares of Outstanding Company Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration as may be required pursuant to Section 2.6 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be entitled liable to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any a holder of shares of Powertel Outstanding Company Common Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under for any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been amount properly paid to the appropriate Tax authorities and reported as required by a public official pursuant to any applicable abandoned property, escheat or similar law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, but no later than five (5) Business Days after the Effective Time, Barcelo and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record as of the Effective Time of a Powertel Crestline Certificate, which immediately prior to the Effective Time represented outstanding shares of Crestline Common Stock and the associated Rights, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to a Powertel Certificate the Crestline Certificates shall pass, only upon delivery of such Powertel Certificate the Crestline Certificates to the Exchange Paying Agent and shall be in a such form and have such other customary provisions as VoiceStream the Surviving Corporation may reasonably specify), and (ii) instructions for use in effecting affecting the surrender of Powertel the Crestline Certificates in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Crestline Certificate for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel Certificatethe Surviving Corporation, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Crestline Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock Merger Consideration into which the shares of Powertel Crestline Common Stock and the associated Rights theretofore represented by the surrendered Powertel Certificate(s) such Crestline Certificate shall have been converted at the Effective Time pursuant to Section 1.06(c)3.1, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Crestline Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel such Crestline Common Stock that and the associated Rights which is not registered in the transfer records of PowertelCrestline, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock payment may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Crestline Certificate so surrendered in exchange therefor is registered, if such Powertel Crestline Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Crestline Certificate or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.073.2(b), each Powertel Crestline Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock Merger Consideration, without interest, into which the shares of Powertel Crestline Common Stock and the associated Rights theretofore represented by such Powertel Crestline Certificate shall have been converted, (B) any dividends and other distributions in accordance with converted pursuant to Section 1.07(d), and (C) any cash, without interest, to 3.1. No interest will be paid in lieu or will accrue on the consideration payable upon the surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentCrestline Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail be mailed to each holder of record of a Powertel Certificatethe Certificates or Book-Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in the form (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as VoiceStream Parent may reasonably specify), specify and which are consistent with letters of transmittals used in similar transactions) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of Powertel the Certificates or Book-Entry Shares in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) amount of this Agreement) representing the number of whole shares of VoiceStream Common Stock cash into which the shares of Powertel Company Common Stock theretofore represented by the surrendered Powertel Certificate(s) such Certificate or Book-Entry Shares shall have been converted at the Effective Time pursuant to Section 1.06(c)2.01, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. The Paying Agent shall use commercially reasonable efforts to pay the Merger Consideration to individual holders of Company Common Stock within 10 days following satisfaction of the conditions for payment as outlined in the Letter of Transmittal. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock payment may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate or Book-Entry Shares so surrendered in exchange therefor is registered, if such Powertel Certificate or Book-Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or Book-Entry Shares or establish to the satisfaction of the Surviving Corporation Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.072.02, each Powertel Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock Merger Consideration theretofore represented by such Powertel Certificate or Book-Entry Share have been converted, (B) any dividends and other distributions in accordance with converted pursuant to Section 1.07(d), and (C) any cash, without interest, to 2.01. No interest shall be paid in lieu or accrued on any cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream Certificate or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentBook-Entry Share.

Exchange Procedure. As soon After the Effective Time, certificates representing EUI-NV Common Stock or EUI-NV Preferred Stock will constitute "good delivery" in connection with sales through a broker, or otherwise, of shares of EUI-DE Common Stock or EUI-DE Preferred Stock, as reasonably practicable the case may be. At any time after the Effective Time, former stockholders of EUI-NV may, but no later than five are not required to, surrender their EUI-NV Common Stock and/or EUI-NV Preferred Stock certificates so that replacement certificates representing shares of EUI-DE Common Stock and/or Preferred Stock, as the case may be, may be issued in exchange therefor. In the event that former stockholders of EUI-NV desire to exchange their EUI-NV Common Stock or EUI-NV Preferred Stock certificates (5the "Certificates") Business Days after for certificates of EUI-DE Common Stock or EUI-DE Preferred Stock certificates, as the Effective Timecase may be, the Surviving Corporation a written request communicating such desire should be delivered, by mail or facsimile, to EUI-DE, Attention: General Counsel. Upon EUI-DE's receipt of such request, EUI-DE shall cause the Exchange Agent to mail be mailed or otherwise delivered to each holder of record of a Powertel Certificate, such requesting stockholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon delivery of the Certificates to EUI-DE (or such Powertel Certificate to exchange agent as shall be designated thereby, hereinafter the "Exchange Agent Agent") and shall be in a form and have other such other provisions as VoiceStream EUI-DE may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for appropriate certificates representing EUI-DE Common Stock or EUI-DE Preferred Stock (the property described in the next sentence"New Certificates"). Upon surrender of a Certificate for cancellation to EUI-DE or the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by EUI-DE or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and EUI-DE or the Exchange Agent shall deliver, the New Certificates for each share of EUI-NV stock formerly evidenced by such Certificate, and such Certificate shall thereupon be canceled. If delivery of the New Certificates is to be made to a VoiceStream person other than the person in whose name the surrendered Certificate (which is registered on the stock transfer books of EUI-NV, it shall not include any restrictive legends but may be subject a condition of delivery to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event holder of a transfer of ownership of shares of Powertel Stock Certificate that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may it be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment delivery shall pay any have paid all transfer or and other Taxes taxes required by reason of delivery of the payment New Certificates to a person other than the registered holder of such Powertel Certificate or establish shall have established to the satisfaction of the Surviving Corporation EUI-DE that such Tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.

Exchange Procedure. As soon (a) If the Old Notes are held through DTC's book-entry system, DTC shall receive from each DTC participant in accordance with DTC's ATOP, notice of a Holder's book-entry tender of its Old Notes for an equal principal amount of Exchange Notes as reasonably practicable after provided in Section 3. Such book-entry tender shall be in lieu of physical delivery by such Holders of original Letters of Transmittal and certificates representing Old Notes; provided, however, that by tendering Old Notes pursuant to DTC's ATOP, such Holder agrees to be bound by the Effective Timeterms of the Letter of Transmittal as if such Holder had signed and physically delivered such document to the Exchange Agent. (b) If the Old Notes are held other than through DTC, but no later than the Exchange Agent shall receive the Old Notes being tendered, executed Letters of Transmittal, executed Notices of Guaranteed Delivery (if applicable), and any other documents required to be delivered in connection therewith, and shall examine the Old Notes, executed Letters of Transmittal, any Notices of Guaranteed Delivery and the other documents delivered or mailed to the Exchange Agent to ascertain whether they appear to be properly completed and executed in accordance with the instructions set forth in the Letter of Transmittal. Old Notes shall be considered properly tendered to the Exchange Agent only if (i) tendered prior to the Expiration Date in the manner described in clause (a) or (b) above and in accordance with the instructions set forth in the Letter of Transmittal; (ii) the Company shall have provided its written notice of acceptance for exchange of such Old Notes pursuant to clause (d) below; (iii) such tenders of Old Notes have not been withdrawn in accordance with the terms of the Exchange Offer; and (iv) if tender of such Old Notes is made pursuant to the guaranteed delivery procedures contained in the Prospectus, the Old Notes are received by the Exchange Agent within five (5) Business Days New York Stock Exchange trading days after the Effective TimeExpiration Date. In the event any Letter of Transmittal or other document has been improperly completed or executed or is not in proper form for tender (as required by the instructions stated in the Letter of Transmittal), or if some other irregularity in connection with the tender (whether pursuant to DTC's ATOP or otherwise) of any of the Old Notes exists, the Surviving Corporation Exchange Agent shall cause consult with an Authorized Representative (as defined in Section 7 hereof) as to proper action to take to correct such irregularity, except that no such consultation shall be necessary with respect to any such irregularity that is of a routine nature and that is cured by the appropriate party delivering to the Exchange Agent the items necessary for cure pursuant to the Exchange Agent's instructions. The Exchange Agent is authorized, and hereby agrees, to waive any irregularity in connection with the tender of any of the Old Notes by any Holder with the approval of an Authorized Representative. Determination of all questions as to any irregularity or the proper completion, execution or delivery of any documents or instruments required in connection with the Exchange Offer shall be made by the Company, in its sole discretion, and such determination shall be final and binding. The Company shall have the absolute right to determine whether to reject any or all of the tendered Old Notes not in proper form or to waive any irregularities or conditions, and the Company's interpretation of the Letter of Transmittal (and, if applicable, Notice of Guaranteed Delivery) and any other Exchange Documents shall be final and binding. Notwithstanding anything to the contrary herein, no Old Note may be accepted for exchange until the Company shall have given the Exchange Agent written notice of its acceptance for exchange of such Old Note. (c) The Exchange Agent shall provide by facsimile or electronic transmission or telephone, as provided in Section 13, to such person or persons as the Company may request, reports as and when tender activity occurs up to and including the Expiration Date as to the aggregate principal amount of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by the Exchange Agent pursuant to the Exchange Offer and this Exchange Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, the Exchange Agent will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to or on the Expiration Date of such other information as it or he or she reasonably requests. Such cooperation shall include, without limitation, the granting by the Exchange Agent to mail the Company and such person or persons as the Company may request of access to each holder those persons on the Exchange Agent's staff who are responsible for receiving tenders in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. If and to the extent that Old Notes are duly tendered pursuant to the exchange procedures described above in this Section 5 and the Letter of record Transmittal, the Exchange Agent shall request the Company to accept such Old Notes for exchange and to issue the Exchange Notes to which such Holders are entitled. Such request shall be substantially in the form of a Powertel CertificateExhibit A hereto. (d) The Company, upon receipt of the request described in the immediately preceding clause (c) from the Exchange Agent, shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation provide written notice to the Exchange Agent of any Powertel Certificate(swhether the Company accepts such Old Notes for exchange and (ii) held by any holder of record if so, issue the Exchange Notes to which such Holders are entitled and deliver the same to the Trustee for authentication. JPMorgan Chase Bank, acting in its capacity as Trustee under the Indenture, shall promptly cancel the Old Notes being exchanged for such Exchange Notes, authenticate such Exchange Notes and deliver such authenticated Exchange Notes to the appropriate parties, or, in the case of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not global Exchange Note registered in the transfer records name of Powertela nominee of DTC, cash retain such global Exchange Note as the custodian for DTC pursuant to the Indenture. (e) If the Company does not accept for exchange all or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason part of the payment to a person other than Old Notes tendered, the registered holder of such Powertel Certificate Exchange Offer is terminated, Old Notes are tendered but properly withdrawn or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07partial tenders are made, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled promptly return certificates for unexchanged Old Notes (or affect appropriate book-entry transfer) to deduct and withhold from the consideration otherwise payable pursuant persons who deposited them (or affected such book-entry transfer) or, to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the extent required, the Exchange Agent is required to deduct and withhold with respect shall submit to the making Company a request for reissuance to, or upon the order of, the tendering Holder of certificates for the unexchanged Old Notes. The Company shall return such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated certificates to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid for distribution to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holders of the shares of Powertel Stock in respect of which such deduction Old Notes. (f) The Exchange Agent may (but shall have no obligation to) take any and withholding was made by VoiceStream all other actions it deems necessary or appropriate as the Exchange AgentAgent in connection with the Exchange Offer and under the customs and practices normally applied to such transactions and arrangements; provided however, that it is understood and agreed that the Exchange Agent shall have no duty or obligation in its capacity as Exchange Agent except for those specifically contemplated herein.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (including holders of record pursuant to purchases made under the Company Purchase Plan immediately prior to the Effective Time pursuant to Section 5.4) (for convenience of a Powertel Certificatereference, the certificates of the Company Common Stock are referred to as the "CERTIFICATES"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), Agent) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described in the next sentencecertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the certificate evidencing that number of whole shares of VoiceStream Parent Common Stock into which such holder has the right to receive in respect of the shares of Powertel the Company Common Stock represented formerly evidenced by such Certificate (after taking into account the surrendered Powertel Certificate(s) shall have been converted at provisions of this Agreement and all shares of the Effective Time pursuant to Section 1.06(c)Company Common Stock then held of record by such holder, cash in lieu of any fractional share shares of VoiceStream Parent Common Stock in accordance with to which such holder is entitled pursuant to Section 1.07(e2.2(e) and the any dividends and or other distributions in accordance with to which such holder is entitled pursuant to Section 1.07(d2.2(c); , and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel the Company Common Stock that which is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate certificate representing the proper number of shares of VoiceStream Parent Common Stock may be paid issued to or issued in a name person other than that the person in which whose name the Powertel Certificate so surrendered in exchange therefor is registered, if such Powertel Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, 7 12 shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.072.2, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the certificate evidencing whole shares of VoiceStream Parent Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedStock, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid cash in lieu of any fractional share shares of VoiceStream Parent Common Stock in accordance with to which such holder is entitled pursuant to Section 1.07(e2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). VoiceStream No interest will be paid or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise will accrue on any cash payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream Section 2.2(c) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent2.2(e).

Exchange Procedure. As soon At or prior to the Closing, Company will issue and cause to be deposited with Computershare Trust Company, N.A. (the “Transfer Agent”), for the benefit of Contributor and for exchange in accordance with this Article 1 through the Transfer Agent, the certificates (or uncertificated book-entries, as reasonably practicable applicable) representing the Exchange Shares, and, immediately after the Effective Time, but no later than five (5) Business Days after the Effective TimeClosing, the Surviving Corporation Transfer Agent shall be authorized by Company to issue the Exchange Shares to Contributor in accordance with this Agreement. Each certificate representing the Exchange Shares shall (unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 thereunder) initially bear a legend in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, DISTRIBUTED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. The Exchange Shares will be issued from Company to Contributor in a private placement transaction, pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act. The offering and issuance of the Exchange Shares hereunder will not be registered with the SEC, and accordingly, the Exchange Shares will be “restricted securities” under the Securities Act. Any subsequent offer, sale or disposition of the Exchange Shares by Contributor must be either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements (including pursuant to the safe harbor provided by Rule 144 promulgated under the Securities Act). Except as set forth in the Registration Rights Agreement, Company has no obligation to register the offering or issuance of the Exchange Shares with the SEC or the securities regulatory authority of any other state or jurisdiction. On or prior to the Closing, Contributor, as a condition to receiving the Exchange Shares, will deliver to Company (i) duly executed stock transfer forms in favor of Company in customary form in respect of the CHB DE Shares, (ii) duly executed Dutch notarial deed of transfer of shares in customary form in respect of the CHB BV Shares and (iii) the CHB Share certificate(s) or register or an indemnity for any lost certificates in favor of the Company in such form as the Company may reasonably require. Notwithstanding the foregoing, upon Contributor’s prior written request, the Company shall cause the Exchange Agent Shares to mail be delivered on behalf of Contributor directly to each holder of record of a Powertel CertificateContributor’s members at the Closing, (i) a letter of transmittal (which provided that the Company shall specify that delivery shall be effectedhave received, no less than five Business Days prior to the Closing Date, and risk of loss and title as a condition to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate being obligated to issue the Exchange Shares to the Exchange Agent and shall be Contributor’s members, a written opinion of Ropes & ▇▇▇▇ LLP, in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation acceptable to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateCompany and its legal counsel, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant effect that the delivery of the Exchange Shares to Section 5.08(a) of this Agreement) representing Contributor’s members at Contributor’s instruction does not require registration under the number of whole shares of VoiceStream Common Stock into which Securities Act and does not cause the shares of Powertel Stock represented by Exchange or the surrendered Powertel Certificate(s) shall have been converted at Exchange Shares Issuance to require registration under the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelledSecurities Act. In the event the Exchange Shares are issued to the Contributor’s members as provided pursuant to the foregoing sentence, the provisions of a transfer of ownership of shares of Powertel Stock that is not registered in this Section 1.5(a) related to the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason issuance of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate Exchange Shares shall be deemed at any time after to apply to an issuance to such members, rather than the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentContributor.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Powertel Certificate, certificate or certificates (the "Certificates") or book-entry shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates or book-entry shares shall pass, only upon delivery of such Powertel Certificate the Certificates (or affidavit of loss in lieu thereof) or book-entry shares to the Exchange Paying Agent and shall be in a such form and have such other provisions as VoiceStream Parent and the Company may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates (or affidavit of loss in lieu thereof) or book-entry shares in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or book-entry shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to therefore the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) amount of this Agreement) representing the number of whole shares of VoiceStream Common Stock cash into which the shares of Powertel Company Common Stock theretofore represented by the surrendered Powertel Certificate(ssuch Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall have been converted at the Effective Time pursuant to Section 1.06(c), cash 2.01 and certain dividends and other distributions in lieu respect of any fractional share of VoiceStream Company Common Stock in accordance with Section 1.07(e) 2.02(c), and the dividends and other distributions Certificate (or affidavit of loss in accordance with Section 1.07(d); and the Powertel Certificate(slieu thereof) or book-entry shares so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock payment may be paid made to or issued in a name person other than that the person in which whose name the Powertel Certificate or book-entry shares so surrendered in exchange therefor is registered, if such Powertel Certificate or book-entry shares shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or book-entry shares or establish to the satisfaction of the Surviving Corporation Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.072.02, each Powertel Certificate or book-entry shares shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedMerger Consideration, (B) any without interest, and certain dividends and or other distributions in accordance with Section 1.07(d2.02(c), and (C) any cash, without interest, to . No interest shall be paid in lieu or accrue on the cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream Certificate or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentbook-entry shares.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5a) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each Each holder of record of a Powertel Certificatecertificate or certificates which immediately prior to the Effective Time represented Company Common Stock (the "Stock Certificates") whose shares are being converted into a ratable portion of the Merger Consideration pursuant to Section 2.6 above shall provide to Parent at the Closing, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to in the Exchange Agent and shall be in a form and have such other provisions attached hereto as VoiceStream may reasonably specify), Exhibit C and (ii) instructions for use in effecting the surrender of Powertel one or more Stock Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent Parent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of any Powertel Certificate(s) held each Shareholder, duly executed by any such spouses. The holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder Stock Certificate shall then be entitled to receive in exchange therefor a VoiceStream Certificate (the Cash Consideration and Stock Consideration to which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates such holder of Company Common Stock is entitled pursuant to Section 5.08(a) of this Agreement) representing 2.6 above and the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time Additional Merger Consideration, if any, pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common 2.7 above. The Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificates so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any Company Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.8, each Powertel Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) From and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. Exhibit 10.31 (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Sections 2.6 and 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Powertel Stock the Company and Acquisition Co. are fully authorized in respect the name of which the respective corporations, the Shareholders or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon (i) Prior to Closing, Parent shall engage, at Parent's expense, ▇▇▇▇▇ Fargo Bank, National Association or, with the Company’s prior written approval (which approval shall not be unreasonably conditioned, withheld or delayed), another reputable financial institution to act as reasonably practicable the paying agent in connection with the Merger (the “Agent”). The paying agent agreement (the “Agent Agreement”) pursuant to which Parent shall engage the Agent shall be substantially in the form attached hereto as Exhibit 4 and may not be amended by Parent, except prior to Closing with the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Payment Fund shall remain uninvested. (ii) Promptly after the Effective Time, Time (but no in any event not later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Exchange Agent to mail the Letter of Transmittal to each holder Shareholder of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at immediately preceding the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person (other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only Dissenting Shareholders). (iii) Upon (A) the right delivery by each Shareholder to receive VoiceStream Certificates representing the shares Agent of VoiceStream a properly completed and validly executed Letter of Transmittal in respect of such Shareholders’ Common Stock into which Shares and (B)(i) either the shares surrender by each Shareholder to the Agent of Powertel Stock the certificate(s) (each, a “Certificate”) or other documents that, immediately prior to the Effective Time, represented such Common Shares, as applicable, or (2) in the event any Certificate has been lost, stolen or destroyed, the delivery to the Agent of an affidavit (in the form set forth in the Letter of Transmittal) of that fact (an “Affidavit”) and, if required by the Agent, the posting by such Powertel Certificate have been convertedShareholder of a bond in customary amount and upon the terms as may be required by the Agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Agent shall pay the aggregate Class A Per Share Merger Consideration and Class B, C and D Per Share Merger Consideration (Bless such Shareholder’s Outstanding Obligations) any dividends and to each such Shareholder (by wire transfer in immediately available funds or, if the amount is less than $1,000,000, by check), in exchange for such Common Shares. (iv) Any portion of the Payment Fund that remains unclaimed by the Shareholders for one year after the Effective Time, or for such other distributions period of time specified in accordance the Agent Agreement, shall be delivered to Parent upon request. Any holder of Common Shares (other than the Dissenting Shares) who has not theretofore complied with Section 1.07(d)2.6(c)(iii) shall thereafter look only to Parent for payment of the applicable Per Share Merger Consideration contemplated under Section 2.4(b)–(c) and Section 2.6(c)(iii) upon delivery of the executed Letter of Transmittal, and due surrender of its Certificates (C) any cash, without interest, to be paid or Affidavits in lieu of the Certificates), without any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct interest thereon and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts only as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agenta general creditor thereof.

Exchange Procedure. As soon as reasonably practicable after (a) Each Note shall be exchangeable at the Effective Time, but no later than five office of the Exchange Agent. (5b) Business Days after In order to exercise the Effective Timeexchange right with respect to any interest in Global Notes, the Surviving Corporation shall cause Holder must complete the appropriate instruction form for exchange pursuant to the Depositary’s book-entry exchange program or otherwise in accordance with Applicable Procedures, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Exchange Agent, and pay the funds, if any, required by Section 7.03(c) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes except in compliance with the below provisions governing exercise of exchange rights. In order to exercise the exchange right with respect to any Physical Notes, the Holder of any such Notes to be exchanged, in whole or in part, shall: (i) complete and manually sign the Exchange Agent Notice provided on the back of the Note (the “Exchange Notice”) or facsimile of the Exchange Notice and deliver such notice to mail an Exchange Agent; (ii) surrender the Note to each an Exchange Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Exchange Date.” (c) On the third Business Day immediately following the Exchange Date, the Parent shall issue, and the Company shall deliver, to the exchanging Holder the number of full shares of Common Stock issuable in respect of such exchange in accordance with the provisions of this Article 7. The Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unexchanged portion of the surrendered Notes, if any, which shall equal $200,000 or integral multiple of $1,000 in excess thereof. Each exchange shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements set forth above in Section 7.01(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name any shares of Common Stock shall be issuable upon such exchange shall be deemed to have become, as of the Close of Business on the relevant Exchange Date that such Holder exchanged the Notes, the holder of record of such shares of Common Stock. (d) Upon the exchange of an interest in a Powertel CertificateGlobal Note, the Trustee (ior other Exchange Agent appointed by the Company) shall make a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of notation on such Powertel Certificate Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish Trustee. (e) Notwithstanding anything to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by contrary in this Section 1.077.02, each Powertel Certificate Section 3.07(b) shall apply to any shares of Common Stock issued upon exchange of a Note (or a portion thereof). (f) If the Company has designated a Redemption Date as described under Section 5.01, a Holder that complies with the requirements for exchange as described in this Section 7.02 shall be deemed to have delivered a Notice of Tax Redemption Election. If a Holder’s Notes have been called for redemption, whether for an Optional Redemption under Section 5.01(a) or a Tax Redemption under Section 5.01(b), then such Holder may submit such Notes for exchange at any time after prior to the Effective Time Close of Business on the third Business Day immediately preceding the Redemption Date (or, if the Company fails to represent only (A) pay the right to receive VoiceStream Certificates representing Redemption Price on the shares of VoiceStream Common Stock into Redemption Date, such later date on which the shares Company pays the Redemption Price). (g) For so long as the Notes are listed on the Official List of Powertel the Luxembourg Stock represented Exchange and the rules of the Luxembourg Stock Exchange so require, the Company will publish the results of any Exchange Notice in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such Powertel Certificate have been convertedrules, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or post such Exchange Notice on the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder official website of the shares of Powertel Luxembourg Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentat ▇▇▇.▇▇▇▇▇▇.▇▇.

Exchange Procedure. As soon as reasonably practicable after (a) Prior to the Effective Time, but no later than five SPC shall appoint an agent reasonably acceptable to Acquiror (5the “Paying Agent”) Business Days after for the purpose of exchanging the SPC Certificates for a share of the Closing Merger Payment, the interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable or distributable with respect to such shares pursuant to Section 2.10(a), (collectively, the “Exchange Merger Consideration”). Prior to or at Closing, Acquiror shall (i) deliver to the account of the Paying Agent, by wire transfer of immediately available funds, the Closing Merger Payment, for the benefit of the holders of the SPC Certificates (excluding SPC Dissenting Holders) and (ii) assign to each Principal Stockholder LLC the membership interests in the related Principal Stockholder LLCs, such assignments to be effective as of the Effective Time. (b) Promptly on or before the Effective Time, the Surviving Corporation Paying Agent, as instructed by SPC, or SPC shall cause the Exchange Agent to mail to each holder SPC Stockholder (excluding any shares of record of a Powertel Certificate, SPC Stock cancelled pursuant to Section 2.10(d): (i1) a letter of transmittal (the “Letter of Transmittal”) (which shall will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall the SPC Certificates will pass, only upon delivery of such Powertel Certificate SPC Certificates to the Exchange Paying Agent and shall will be in a such form as SPC and have such other provisions as VoiceStream may reasonably specifyAcquiror agree prior to Closing), and and (ii2) instructions for use in effecting the surrender of Powertel the SPC Certificates in exchange for a share of the property described in the next sentence. Upon surrender for cancellation Exchange Merger Consideration with respect to the shares of SPC Stock formerly represented thereby. (c) If any portion of the Exchange Agent of any Powertel Certificate(s) held by any Merger Consideration is to be paid to a Person other than the holder of record of SPC Stock, it will be a Powertel Certificate, together with condition to such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to payment that the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel SPC Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the person Person requesting such payment shall will pay to the Paying Agent any transfer or other Taxes taxes required by reason as a result of the such payment to a person Person other than the registered holder of such Powertel Certificate SPC Certificate(s) or establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax tax has been paid or is not payable. (d) Upon surrender of a SPC Certificate for cancellation to the Paying Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Paying Agent reasonably requests, the holder of such SPC Certificate will be entitled to receive promptly in exchange therefor his share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and when and as paid his pro rata share of the Escrow Payments, and the SPC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 1.072.11, each Powertel SPC Certificate shall will be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing a share of the Exchange Merger Consideration with respect to the shares of VoiceStream Common SPC Stock into which formerly represented thereby. (e) At or after the Effective Time, there will be no transfers on the stock transfer books of Surviving Corporation of the shares of Powertel SPC Stock represented by such Powertel Certificate have been convertedthat were outstanding immediately before the Effective Time. If, (B) any dividends after the Effective Time, SPC Certificates are presented to the Surviving Corporation, they will be cancelled and other distributions exchanged in accordance with the procedures set forth in this Article II. (f) Any portion of the Closing Merger Payment delivered to the Paying Agent pursuant to this Section 1.07(d)2.11 that remains unclaimed by the former holders of SPC Stock eighteen (18) months after the Effective Time shall be returned to Acquiror, upon demand, and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock such holder who has not exchanged his SPC Certificates for the Exchange Merger Consideration in accordance with this Section 1.07(e). VoiceStream 2.11 prior to that time shall thereafter look only to Acquiror for payment of such consideration without any interest thereon. (g) None of Acquiror, SPC, the Surviving Corporation, the Paying Agent or the Exchange Agent shall any other Person will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement liable to any former holder of shares of Powertel SPC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) If any SPC Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such amounts SPC Certificate to be lost, stolen, or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as VoiceStream or the Exchange Agent is required to deduct and withhold Acquiror may direct as indemnity against any claim that may be made against it with respect to such SPC Certificate, the making Paying Agent will deliver in exchange for such lost, stolen or destroyed SPC Certificate a share of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported Merger Consideration, as required by lawprovided in this Section 2.11, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock deliverable in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentthereof pursuant to this Agreement.

Exchange Procedure. (a) Promptly following the Closing Date, Univision will deposit (or cause to be deposited) with Bank of New York (the "Exchange Agent"), for the benefit of the holders of certificates (or other evidence of ownership) representing the shares of HBC Stock issued and outstanding as of the Effective Time (collectively "HBC Certificates"), certificates (or other evidence of ownership) representing the shares of Univision Stock ("Univision Certificates") to be issued in accordance with this ARTICLE I (the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to will mail to each holder of record of a Powertel Certificate, HBC Stock immediately before the Effective Time (iexcluding any shares of HBC Stock cancelled pursuant to Section 1.8(c)): (1) a letter of transmittal (the "Letter of Transmittal") (which shall will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall the HBC Certificates will pass, only upon delivery of such Powertel Certificate HBC Certificates to the Exchange Agent and shall will be in a such form and have such other provisions as VoiceStream may reasonably specifyUnivision specifies), and and (ii2) instructions for use in effecting the surrender of Powertel the HBC Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation Merger Consideration with respect to the Exchange Agent shares of HBC Stock formerly represented thereby. (c) If any Powertel Certificate(s) held by any portion of the Merger Consideration is to be paid to a Person other than the holder of record of HBC Stock, it will be a Powertel Certificate, together with condition to such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to payment that the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel HBC Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the person Person requesting such payment shall will pay to the Exchange Agent any transfer or other Taxes taxes required by reason as a result of the such payment to a person other than the registered holder of such Powertel Certificate HBC Certificate(s) or establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax tax has been paid or is not applicablepayable. (d) Upon surrender of an HBC Certificate for cancellation to the Exchange Agent, together with the Letter of Transmittal, duly executed, and such other documents as Univision or the Exchange Agent reasonably request, the holder of such HBC Certificate will be entitled to receive as promptly as practicable in exchange therefor a Univision Certificate representing that number of shares of Univision Stock, if any, which such holder has the right to receive pursuant to this ARTICLE I, and the HBC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 1.071.9, each Powertel HBC Certificate shall will be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold Merger Consideration with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel HBC Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentformerly represented thereby.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing and pursuant to the Letter of Transmittal, but no later than five (5) Business Days after Parent shall deliver to the Effective TimeStockholder Representative, the Surviving Corporation shall cause the Exchange Agent to mail to on behalf of each holder of record of a Powertel Certificate, (i) a letter of transmittal (certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate immediately prior to the Exchange Agent Effective Time represented Company Common Stock (the "Stock Certificates") whose shares are being converted into a ratable portion of the Cash Consideration and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates Stock Consideration pursuant to Section 5.08(a) of this Agreement) 2.6 above, certificates representing the number of whole shares of VoiceStream Parent Common Stock into which the shares due to each Company Stockholder. Parent's delivery of Powertel certificates is conditioned upon each Company Stockholder's surrender of a Stock represented Certificate for cancellation to Parent or to such other agent or agents as may be appointed by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(cParent, duly endorsed in blank (or accompanied by duly executed stock powers), cash in lieu together with a Letter of any fractional share of VoiceStream Common Transmittal duly executed. The Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificates so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any Company Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.9, each Powertel Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Stock Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration and Stock Consideration delivered under Section 2.6 and Section 2.7 in exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.9, provided that the presenting holder is listed on the Company's stockholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration and Stock Consideration as required pursuant to Section 2.6 and Section 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.9, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Powertel Stock the Company and Acquisition Co. are fully authorized in respect the name of which the respective corporations or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon promptly as reasonably practicable after following the Effective Time, but and in any event no later than five (5) Business Days after the Effective Timethereafter, the Surviving Corporation Exchange Agent shall, and Brookfield Residential shall cause the Exchange Agent to to, mail to each holder of record of a Powertel Certificatecertificate (the “Brookfield Homes Certificates”) that immediately prior to the Effective Time represented outstanding shares of Brookfield Homes Stock or non-certificated shares of Brookfield Homes Stock represented by book-entry (“Book Entry Shares”) whose shares were converted into and became the right to receive shares of Brookfield Residential Stock pursuant to Section 3.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Brookfield Homes Certificates shall pass, only upon delivery of such Powertel Certificate the Brookfield Homes Certificates or Book Entry Shares to the Exchange Agent and shall be in a such form and have such other provisions as VoiceStream Brookfield Residential may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Brookfield Homes Certificates or Book Entry Shares in exchange for certificates representing whole shares of Brookfield Residential Stock (the property described “Brookfield Residential Certificates”) and cash payable in respect thereof in lieu of fractional shares pursuant to Section 3.06. With respect to uncertificated shares of Brookfield Homes Stock held through “direct registration,” Brookfield Residential shall implement procedures with the next sentenceExchange Agent for effecting the exchange of such directly registered uncertificated shares of Brookfield Home Stock and payment of cash in lieu of any fractional shares pursuant to Section 3.06 as promptly as practicable after the Effective Time. Upon surrender of a Brookfield Homes Certificate or Book Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, properly completed and duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Brookfield Homes Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a VoiceStream Certificate the number and class of shares of Brookfield Residential Stock which such holder has the right to receive pursuant to the provisions of this Article III (which shall not include any restrictive legends but which, at the election of Brookfield Residential, may be subject in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable laws) and payment in lieu of fractional shares to the agreement signed by Rule 145 Affiliates which such holder is entitled pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c)3.06, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Brookfield Homes Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in a Brookfield Homes Certificate after the transfer records of PowertelEffective Time, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock exchange may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Brookfield Homes Certificate so surrendered in exchange therefor is registered, if such Powertel Brookfield Homes Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such payment shall pay Exchange Agent that any transfer or other Taxes taxes required by reason of such exchange in the payment to a person name other than that of the registered holder of such Powertel Brookfield Homes Certificate or establish to the satisfaction of the Surviving Corporation that such Tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.073.08, each Powertel Brookfield Homes Certificate or Book Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream upon such surrender a Brookfield Residential Certificate or Certificates representing evidencing the shares of VoiceStream Common Stock into Merger Consideration to which the holder thereof is entitled in accordance with Section 3.01 or Section 3.02, as the case may be, and the right to receive an amount in cash in lieu of any fractional shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) in accordance with Section 3.06 and any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be which such holder is entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentSection 3.08(f).

Exchange Procedure. (a) As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail send to each Person who was a holder of record of a Powertel Certificate, (i) Company Securities immediately prior to the Effective Time a letter of transmittal substantially in the form attached hereto as Exhibit H (which shall specify that delivery shall be effected, the "Letter of Transmittal") and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such any other provisions as VoiceStream may reasonably specify), and (ii) instructions appropriate materials for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation surrendering to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled Company certificates or agreements that immediately prior to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant evidenced Company Securities. Except with respect to Section 1.06(c)Dissenting Shares, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 1.071.9(a), (i) each Powertel Certificate certificate evidencing Company Common Stock or Company Preferred Stock (excluding the Series E Preferred Stock) and each agreement evidencing an Option or Warrant shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates upon such surrender the Common Per-Share Merger Consideration, Option Consideration or Warrant Consideration that the holder thereof has the right to receive in respect of such Company Securities pursuant to the provisions of this Agreement, and (ii) each certificate evidencing the Company's Series E Preferred Stock shall be deemed after the Effective Time to represent only the right to receive the Per-Share Series E Consideration that the holder thereof has the right to receive in respect to such Series E Preferred Stock pursuant to the provisions of this Agreement. Other than with respect to Permitted Investments of amounts in the Escrow Fund, no interest shall be paid or will accrue on any cash payable to holders of Company Securities. Upon the proper surrender and exchange of certificates or agreements, or, in the absence thereof, Affidavits (as defined below), representing Company Securities and the shares delivery of VoiceStream Common Stock into which an executed Letter of Transmittal to the shares Company or the Payment Agent in accordance herewith, each holder of Powertel Stock represented by such Powertel Certificate have been convertedCompany Securities shall be paid, (B) any dividends and other distributions without interest thereon, an amount in cash from the Payment Agent determined in accordance with Section 1.07(d), 1.5 hereof and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e)as otherwise set forth herein. VoiceStream or the Exchange The Payment Agent shall be entitled to deduct and withhold withhold, at the direction of the Surviving Corporation, from any Merger Consideration, Option Consideration, Warrant Consideration, or the consideration Series E Liquidation Payments otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock Company Securities, such amounts as VoiceStream or the Exchange Agent Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or under any provision of state, local or foreign Tax tax law, but in connection therewith and shall be obligated to pay over remit such withheld amounts to the proper Tax authorities Surviving Corporation as soon as reasonably practicable and properly report such payment as required by such Tax lawconsistent with applicable Legal Requirements. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by lawwithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any holder of Company Securities who does not present certificates or agreements for cancellation representing shares of Powertel Company Common Stock, Company Preferred Stock, Options or Warrants, or, in the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to the Parent, stating that any of such certificates or agreements are lost, stolen or destroyed and that such holder will indemnify and hold the Parent, the Surviving Corporation and each of their respective officers, directors and agents harmless from any costs, expenses and damages that may be incurred if such certificates or agreements are later produced (an "Affidavit"). (b) From and after the Effective Time, the stock transfer books of the Company shall be closed with respect to shares of Company Stock in respect which were outstanding immediately prior to the Effective Time, and there shall be no further registration of which transfers on the stock transfer books of the Surviving Corporation of such deduction shares of Company Stock. If, after the Effective Time, certificates representing Company Stock are presented to the Surviving Corporation for any reason, they shall be cancelled and withholding was made exchanged as provided herein. (c) Any portion of the Merger Consideration, Option Consideration, Warrant Consideration and Series E Liquidation Payments deposited by VoiceStream the Parent with the Payment Agent or the Exchange AgentEscrow Agent pursuant to Section 1.8 hereof which remains undistributed to holders of Company Securities twelve (12) months after the Effective Time shall be delivered to the Parent, upon demand, and any such holders who have not theretofore complied with this Section 1.9 shall look only to the Parent (subject to abandoned property, escheat and other similar laws) as general creditors for payment of their claim for the applicable Merger Consideration, Option Consideration, Warrant Consideration or Series E Liquidation Payments, if any, to be received in accordance herewith. Neither the Parent nor the Surviving Corporation shall be liable to any such holder for cash representing any portion of the Merger Consideration, Option Consideration, Warrant Consideration or Series E Liquidation Payments delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder holders of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder Company Common Stock shall be entitled to receive in exchange therefor a VoiceStream Certificate (the Cash Consideration and Note Consideration to which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates such holder of Company Common Stock is entitled pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented 2.6 above. It is specifically agreed and understood by the surrendered Powertel Certificate(sparties that Stock Certificates are being held by the Shareholders' Lender but will be delivered by the Shareholders by no later than ten (10) shall have been converted at days of the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) Closing Date and the dividends and other distributions in accordance with provisions of Section 1.07(d); and the Powertel Certificate(s2.7(a) are subject to this qualification. The Stock Certificates so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any Company Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.7, each Powertel Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Note Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) Except for any payments required pursuant to Sections 2.6(d) or (e), the Cash Consideration and Note Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.7, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. Exhibit 10.30 (d) Notwithstanding anything to the contrary in this Section 2.7, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Powertel Stock the Company and Acquisition Co. are fully authorized in respect the name of which the respective corporations or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Time (but in any event no later than five two (52) Business Days after the date on which the Effective TimeTime occurs), the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each record holder of, as of record of a Powertel Certificatethe Effective Time, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the “Certificates”) or (ii) non-certificated shares of Common Stock represented by book-entry (the “Book-Entry Shares”): (A) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall any Certificates will pass, only upon delivery of such Powertel Certificate Certificates to the Exchange Paying Agent and shall be (or effective affidavits of loss, theft or destruction in a form and have such other provisions as VoiceStream may reasonably specify)lieu thereof) or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiB) instructions for use in effecting the surrender of Powertel such Certificates in exchange for the property described or, in the next sentencecase of Book-Entry Shares, the surrender of such shares of Common Stock for payment of the Merger Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal transmittal, duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock executed in accordance with Section 1.07(e) the instructions thereto, and such other customary documents as may reasonably be required by the dividends Paying Agent, the Parent shall cause the Paying Agent to pay from the Payment Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate or Book-Entry Share, and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall such Certificate or Book-Entry Share will forthwith be cancelled. In No interest will be paid or will accrue on the event Merger Consideration payable in respect of any Certificate or Book-Entry Share. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name a surrendered Certificate or, in the case of a transfer Book-Entry Share, a surrendered share of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel it will be a condition of payment that the Certificate shall or, in the case of a Book-Entry Share, the share of Common Stock so surrendered be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any has paid all transfer or and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Powertel the Certificate or establish or, in the case of a Book-Entry Share, the share of Common Stock surrendered and has established to the satisfaction of the Surviving Corporation Paying Agent that such Tax has Taxes have been paid or is has established to the satisfaction of the Paying Agent that such Taxes are not applicable. Until surrendered as contemplated by this Section 1.07Prior to the Closing, each Powertel Certificate the Parent and the Company shall be deemed at any time after use their respective commercially reasonable efforts to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) such that, assuming the Effective Time occurs at the time of the Closing, (x) if the Closing occurs at or prior to represent only (A) 11:30 a.m., New York time, on the right Closing Date, the Paying Agent will transmit to receive VoiceStream Certificates representing DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of VoiceStream Common Stock into which held of record by DTC or such nominee immediately prior to the shares of Powertel Stock represented Effective Time multiplied by the Merger Consideration (such Powertel Certificate have been convertedamount, (B) any dividends and other distributions in accordance with Section 1.07(dthe “DTC Payment”), and (Cy) any cashif the Closing occurs after 11:30 a.m., without interestNew York time, on the Closing Date, the Paying Agent will transmit to be paid DTC or its nominee on the first (1st) Business Day after the Closing Date an amount in lieu of any fractional share of VoiceStream Common Stock cash in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect immediately available funds equal to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentDTC Payment.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event, but no later than five (5) three Business Days after the Effective Time), the Surviving Corporation Spartan Stores shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificateshares of ▇▇▇▇-▇▇▇▇▇ Common Stock (other than Excluded Shares), as of the Effective Time, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall the Certificates or Book-Entry Shares will pass, only upon proper delivery of such Powertel Certificate Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 3.7 and shall be in a form and have such any dividends or other provisions as VoiceStream may reasonably specify)distributions payable pursuant to Section 3.4, and (ii) instructions for use in effecting the surrender of Powertel such Certificates or Book-Entry Shares in exchange for the property described Merger Consideration, any cash in the next sentencelieu of fractional shares payable pursuant to Section 3.7 and any dividends or other distributions Table of Contents payable pursuant to Section 3.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate or of Book Entry Shares shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(aA) of this Agreement) book-entry shares representing the number of whole shares of VoiceStream Spartan Stores Common Stock into to which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time such holder is entitled pursuant to Section 1.06(c)3.1, (B) cash in lieu of any fractional share of VoiceStream Common Stock in accordance with shares payable pursuant to Section 1.07(e3.7, and (C) any dividends or distributions payable pursuant to Section 3.4, and the dividends such Certificates and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel ▇▇▇▇-▇▇▇▇▇ Common Stock that is not registered in the transfer records of Powertel▇▇▇▇-▇▇▇▇▇, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock the Merger Consideration may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate Certificates or Book-Entry Shares so surrendered in exchange therefor is registered, are registered if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Spartan Stores, that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.073.3(b), each Powertel Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedMerger Consideration, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise shares payable pursuant to this Agreement Section 3.7 and any dividends or other distributions payable pursuant to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentSection 3.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5a) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record Upon surrender of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Stock Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to Parent or to such other agent or agents as may be appointed by Parent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel such Stock Certificate, together with duly executed by such letter spouses, the holder of transmittal duly executed, such holder Stock Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (the Merger Consideration to which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates such holder of HCI Holding Co. Common Stock is entitled pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common 2.6 above. The Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificates so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any HCI Holding Co. Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.8, each Powertel Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which HCI Holding Co. Common Stock represented by such Stock Certificate shall have been converted in the Merger pursuant to this Agreement. (b) The Merger Consideration delivered upon the surrender for exchange of HCI Holding Co. Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such HCI Holding Co. Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of HCI Holding Co. Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on HCI Holding Co.'s shareholder list as a holder of HCI Holding Co. Common Stock. (c) In the event that any Stock Certificates evidencing HCI Holding Co. Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of Parent, the Surviving Corporation or any party hereto shall be liable to a holder of HCI Holding Co. Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and HCI Holding Co. will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of HCI Holding Co., the officers and directors of HCI Holding Co. and Acquisition Co. are fully authorized in the name of the shares of Powertel Stock in respect of which respective corporations or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event, but no later than five (5) Business Days after the Effective Time), the Surviving Corporation shall will cause the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a Powertel Certificate, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (including restricted stock granted under the Stock Plans) (other than shares of Common Stock owned by the Buyer or Merger Sub or any of their respective Subsidiaries or Dissenting Shares) (the “Certificates”) or (ii) shares of Common Stock represented by book-entry (the “Book-Entry Shares”), (x) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall the Certificates will pass, only upon proper delivery of such Powertel Certificate Certificates to the Exchange Agent and shall be or, in a form and have such other provisions as VoiceStream may reasonably specify)the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiy) instructions for use in effecting the surrender of Powertel such Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock in exchange for the property described in the next sentenceMerger Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock completed and validly executed in accordance with Section 1.07(e) the instructions thereto, and such other documents as may reasonably be required by the dividends Exchange Agent, the Exchange Agent will distribute from the Exchange Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate or Book-Entry Share, and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall such Certificate or Book-Entry Share will forthwith be cancelledcanceled. In No interest will be paid or will accrue on any portion of the event Merger Consideration consisting of a transfer cash payment in respect of ownership any Certificate or Book-Entry Share. If payment of shares of Powertel Stock that the Merger Consideration is not registered in the transfer records of Powertel, cash or to be made to a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name Person other than that the Person in which whose name the Powertel surrendered Certificate surrendered in exchange therefor is registered, if such Powertel it will be a condition of payment that the Certificate shall so surrendered will be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any will have paid all transfer or and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Powertel the Certificate surrendered or establish will have established to the satisfaction of the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, The Bank of New York, as exchange agent (the “Exchange Agent”), for exchange in accordance with this Agreement, cash sufficient to pay the Aggregate Consolidation Consideration (excluding any Dissenting Shares). (b) As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a Powertel Certificate, (i) Bank Stock a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit C and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates the certificates representing Bank Stock in exchange for the property described in Per Share Consideration (the next sentence. Upon “Letter of Transmittal”). (c) Each holder of Bank Stock, upon surrender for cancellation of the certificates therefor to the Exchange Agent Agent, accompanied by duly executed Letters of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateTransmittal, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) check representing the number amount of whole Per Share Consideration which such holder has the right to receive hereunder. Each certificate representing shares of VoiceStream Common Bank Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07so surrendered, each Powertel Certificate shall certificate representing Bank Stock will be deemed at any time for all corporate purposes after the Effective Time to represent only (A) and evidence solely the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, Per Share Consideration to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e)therefor pursuant to this Agreement. VoiceStream or Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement liable to any holder of shares of Powertel certificates representing Bank Stock such amounts as VoiceStream for any amount paid to a public official pursuant to any applicable abandoned property, escheat or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax similar law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported Except as required by law, such withheld amounts no interest shall be treated for all purposes of this Agreement as having been paid payable with respect to the holder Per Share Consideration or the cash payable for Dissenting Shares. If any shareholder of record of the Bank is unable to locate any certificate evidencing shares of Powertel Bank Stock in respect of which such deduction and withholding was made by VoiceStream or to be surrendered for exchange, the Exchange AgentAgent shall deliver the applicable amount of the Per Share Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (d) FBC shall use its best efforts to cause the Exchange Agent to deliver the Per Share Consideration within five business days following the receipt by the Exchange Agent of the certificates and the duly executed Letters of Transmittal.

Exchange Procedure. As soon as reasonably practicable (a) From and after the Effective Time(x) waiver or (y) expiration of any contractual lock-up period (including pursuant to the Lock-Up Agreement) relating to the shares of the Company that may be applicable to a Holdings Unitholder following the date hereof which would prohibit an Exchange (as defined below), but no later each Holdings Unitholder (other than five (5) Business Days the Company or any subsidiary of the Company, whether formed on or after the Effective Timedate of this Agreement) shall, with Tolerantia Consent, be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to Holdings and the Company, as applicable, in exchange for the delivery by Holdings of the Stock Exchange Payment or, at the election of the Company, the Surviving Corporation shall cause Cash Exchange Payment (such exchange, a “Redemption” and, together with a Direct Exchange (as defined below), an “Exchange”); provided, that (absent a waiver by the OpCo Board) any such Exchange Agent to mail to each holder is for a minimum of record the lesser of a Powertel Certificate, (i) a letter of transmittal 10,000 Common Units (which shall specify that delivery minimum shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate equitably adjusted in accordance with any adjustments to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), Rate on an equal basis) and (ii) instructions for use in effecting all of the surrender of Powertel Certificates in exchange for the property described Common Units held by such Holdings Unitholder; provided, further, that in the next sentenceevent that an Exchanging Member is participating in an underwritten offering or other block sale of Class A Common Shares following such Exchange and a portion of its Paired Interests are being surrendered to Holdings or the Company, as applicable, in furtherance thereof (such portion, the “Secondary Offering Paired Interests”), then Holdings and the Company shall settle the Exchange of such Secondary Offering Paired Interests by delivery of a Stock Exchange Payment hereunder; and, provided further, that in the case of a Member (as defined in the Holdings LLCA) holding less than 3% of the Common Percentage Interest (as defined in the Holdings LLCA, and excluding, for purposes of this calculation, Common Units then owned by the Company or its subsidiaries) an Exchange Transaction may also require compliance with reasonable policies that the OpCo Board may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers), in its reasonable discretion. (b) A Holdings Unitholder shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by delivering to Holdings, with a copy to the Company, a written election of exchange in respect of the Paired Interests to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”) in accordance with this Section 2.1(b). Upon surrender A Holdings Unitholder may deliver an Exchange Notice with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. An Exchange Notice with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including, without limitation, as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Shares into which the Paired Interests are exchangeable, or contingent (including, without limitation, as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such Class A Common Shares would be exchanged or converted or become exchangeable for cancellation or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), then the Exchange Date with respect to all Paired Interests which would be exchanged into Class A Common Shares resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by the holders of any such Paired Interests. Each of the Holdings Unitholders and the Company agree to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by Holdings. (c) Subject to Sections 2.1(a) and 2.2(a), within three (3) Business Days of the giving of an Exchange Notice, the Company may elect that all or a portion of the Exchange is settled in cash (in lieu of Class A Common Shares) in an amount equal to the Cash Exchange Payment by giving written notice of such election to Holdings and the Exchanging Member within such three (3) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Paired Interests which will be exchanged for cash in lieu of Class A Common Shares. Any portion of the Exchange not settled for a Cash Exchange Payment shall be settled for a Stock Exchange Payment. At any time following the giving of a Cash Exchange Notice and prior to the Exchange Agent Date, the Company may elect (exercisable by giving written notice of such election to the Exchanging Member) to revoke the Cash Exchange Notice with respect to all or any Powertel Certificate(sportion of the Paired Interests and make the Stock Exchange Payment with respect to any such Paired Interests on the Exchange Date. (d) held The Exchanging Member may elect to retract its Exchange Notice with respect to an Unrestricted Exchange by any holder giving written notice of record such election to Holdings, with a copy to the Company, no later than one (1) Business Day prior to the Exchange Date. Subject to the terms of this Section 2.1(d), an Exchanging Member may deliver an Exchange Notice with respect to an Exchange (other than an Unrestricted Exchange) during the Quarterly Exchange Notice Period which conditions such Exchange upon the Quarterly Exchange Date Value being equal to or greater than ninety percent (90%) of the Exchange Notice Date Value and if such requirement is not met, then the Exchanging Member may elect to retract its Exchange Notice by giving written notice of such election to Holdings, with a copy to the Company, no later than 12:00 p.m. (New York time) on the Trading Day preceding the Exchange Date (a “Retraction Notice”). The delivery of a Powertel CertificateRetraction Notice shall terminate all of the Exchanging Member’s, the Company’s and Holdings’ rights and obligations under this Article II arising from such retracted Exchange Notice (but not, for the avoidance of doubt, from any Exchange Notice not retracted or that may be delivered in the future); provided, that an Exchanging Member may deliver a Retraction Notice only twice in each twelve (12)-month period (and any additional Retraction Notice delivered by such Exchanging Member within such twelve (12)-month period shall be deemed null and void ab initio and ineffective with respect to the revocation of the Exchange specified therein). (e) Notwithstanding anything to the contrary in this Agreement, if the Company closes an underwritten distribution of the Class A Common Shares and the Holdings Unitholders (any of them alone, or together with the Company) were entitled to resell Class A Common Shares in connection therewith (by the exercise by such letter Holdings Unitholders of transmittal duly executedExchange rights or otherwise) (a “Secondary Offering”), such holder then, except as provided in the following proviso, the immediately succeeding Quarterly Exchange Date shall be automatically cancelled and of no force or effect (and no Holdings Unitholder shall be entitled to receive deliver an Exchange Notice on a Quarterly Exchange Date with respect to an Exchange that is not an Unrestricted Exchange in exchange therefor respect of such Quarterly Exchange Date); provided, that the Company and Holdings may effect an Exchange if the OpCo Board determines (in its reasonable discretion), after consultation with its legal counsel and tax advisors, that such Exchange, together with any other Exchanges that have occurred or are expected to occur, would not be reasonably likely to result in Holdings being treated as a VoiceStream Certificate “publicly traded partnership” within the meaning of Section 7704 of the Code. Notwithstanding anything to the contrary in this Agreement (a) for such periods that Holdings does not meet the requirements of the Private Placement Safe Harbor, any Secondary Offering (other than that pursuant to which all Exchanges are Unrestricted Exchanges) shall only be undertaken if, during the applicable taxable year, the total number of Quarterly Exchange Dates and prior Secondary Offerings (other than any pursuant to which all Exchanges are Unrestricted Exchanges) on which Exchanges occur is three (3) or fewer and (b) Holdings and the Company shall not include any restrictive legends but may be subject deemed to have failed to comply with their respective obligations under the Registration Rights Agreement, if a Secondary Offering cannot be undertaken due to the agreement signed by Rule 145 Affiliates pursuant restriction set forth in the preceding clause (a). (f) Notwithstanding anything to Section 5.08(a) the contrary contained in this Agreement or the Holdings LLCA, no Restricted Common Unit shall be permitted to be treated as an Exchanged Unit hereunder, and in no event shall Holdings or the Company effect an Exchange of this Agreement) representing the number of whole shares of VoiceStream a Paired Interest that includes a Restricted Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have Unit unless and until a Vesting Event and Conversion Date has occurred with respect to such Restricted Common Unit and it has been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream a Common Stock Unit in accordance with Section 1.07(e) the terms of the Holdings LLCA. For the avoidance of doubt and without limiting the immediately foregoing sentence, in the event a Vesting Event, Conversion Date and conversion into Common Unit has occurred in respect of a Restricted Common Unit, such then converted Common Unit shall be eligible to be an Exchanged Unit for all purposes hereunder and Holdings and the dividends and other distributions Company may effect an Exchange of such then converted Common Unit (as part of a Paired Interest) upon the holder of such Common Unit exercising its Exchange rights herein, in accordance with Section 1.07(d); this Agreement and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentHoldings LLCA.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Powertel Certificate, Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates held by such Person shall pass, only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as VoiceStream Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of any Powertel Certificate(s) held or to such other agent or agents as may be appointed by any holder of record of a Powertel CertificateParent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject the amount of Merger Consideration that such holder has the right to the agreement signed by Rule 145 Affiliates receive pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c3.1(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the stock transfer records books of Powertelthe Company, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered Merger Consideration in exchange therefor may be made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentCertificate.

Exchange Procedure. As soon (a) If the Old Notes are held through DTC's book-entry system, DTC shall receive from each DTC participant in accordance with DTC's ATOP, notice of a Holder's book-entry tender of its Old Notes for an equal principal amount of Exchange Notes as reasonably practicable after provided in Section 3. Such book- entry tender shall be in lieu of physical delivery by such Holders of original Letters of Transmittal and certificates representing Old Notes; provided, however, that by tendering Old Notes pursuant to DTC's ATOP, such Holder agrees to be bound by the Effective Time, but no later terms of the Letter of Transmittal as if such Holder had signed and physically delivered such document to the Exchange Agent. (b) If the Old Notes are held other than five (5) Business Days after the Effective Timethrough DTC, the Surviving Corporation Exchange Agent shall cause receive the Old Notes being tendered, executed Letters of Transmittal, executed Notices of Guaranteed Delivery (if applicable), and any other documents required to be delivered in connection therewith, and shall examine the Old Notes, executed Letters of Transmittal, any Notices of Guaranteed Delivery and the other documents delivered or mailed to the Exchange Agent to mail ascertain whether they appear to each holder be properly completed and executed in accordance with the instructions set forth in the Letter of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery Transmittal. Old Notes shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate considered properly tendered to the Exchange Agent only if (i) tendered prior to the Expiration Date in the manner described in clause (a) or (b) above and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and accordance with the instructions set forth in the Letter of Transmittal; (ii) the Company shall have provided its written notice of acceptance for exchange of such Old Notes pursuant to clause (d) below; (iii) such tenders of Old Notes have not been withdrawn in accordance with the terms of the Exchange Offer; and (iv) if tender of such Old Notes is made pursuant to the guaranteed delivery procedures contained in the Prospectus, the Old Notes are received by the Exchange Agent within three (3) New York Stock Exchange trading days after the Expiration Date. In the event any Letter of Transmittal or other document has been improperly completed or executed or is not in proper form for tender (as required by the instructions stated in the Letter of Transmittal), or if some other irregularity in connection with the tender (whether pursuant to DTC's ATOP or otherwise) of any of the Old Notes exists, the Exchange Agent shall consult with an Authorized Representative (as defined in Section 7 hereof) as to proper action to take to correct such irregularity, except that no such consultation shall be necessary with respect to any such irregularity that is of a routine nature and that is cured by the appropriate party delivering to the Exchange Agent the items necessary for use cure pursuant to the Exchange Agent's instructions. The Exchange Agent is authorized, and hereby agrees, to waive any irregularity in effecting connection with the surrender tender of Powertel Certificates any of the Old Notes by any Holder with the approval of an Authorized Representative. Determination of all questions as to any irregularity or the proper completion, execution or delivery of any documents or instruments required in connection with the Exchange Offer shall be made by the Company, in its sole discretion, and such determination shall be final and binding. The Company shall have the absolute right to determine whether to reject any or all of the tendered Old Notes not in proper form or to waive any irregularities or conditions, and the Company's interpretation of the Letter of Transmittal (and, if applicable, Notice of Guaranteed Delivery) and any other Exchange Documents shall be final and binding. Notwithstanding anything to the contrary herein, no Old Note may be accepted for exchange until the Company shall have given the Exchange Agent written notice of its acceptance for exchange of such Old Note. (c) The Exchange Agent shall provide by facsimile or electronic transmission or telephone, as provided in Section 13, to such person or persons as the property Company may request, reports as and when tender activity occurs up to and including the Expiration Date as to the aggregate principal amount of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by the Exchange Agent pursuant to the Exchange Offer and this Exchange Agent Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, the Exchange Agent will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to or on the Expiration Date of such other information as it or he or she reasonably requests. Such cooperation shall include, without limitation, the granting by the Exchange Agent to the Company and such person or persons as the Company may request of access to those persons on the Exchange Agent's staff who are responsible for receiving tenders in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. If and to the extent that Old Notes are duly tendered pursuant to the exchange procedures described above in this Section 5 and the Letter of Transmittal, the Exchange Agent shall request the Company to accept such Old Notes for exchange and to issue the Exchange Notes to which such Holders are entitled. Such request shall be substantially in the form of Exhibit A hereto. (d) The Company, upon receipt of the request described in the next sentence. Upon surrender for cancellation immediately preceding clause (c) from the Exchange Agent, shall (i) provide written notice to the Exchange Agent of any Powertel Certificate(swhether the Company accepts such Old Notes for exchange and (ii) held by any holder of record if so, issue the Exchange Notes to which such Holders are entitled and deliver the same to the Trustee for authentication. JPMorgan Chase Bank, acting in its capacity as Trustee under the Indenture, shall promptly cancel the Old Notes being exchanged for such Exchange Notes, authenticate such Exchange Notes and deliver such authenticated Exchange Notes to the appropriate parties, or, in the case of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not global Exchange Note registered in the transfer records name of Powertela nominee of DTC, cash retain such global Exchange Note as the custodian for DTC pursuant to the Indenture. (e) If the Company does not accept for exchange all or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason part of the payment to a person other than Old Notes tendered, the registered holder of such Powertel Certificate Exchange Offer is terminated, Old Notes are tendered but properly withdrawn or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07partial tenders are made, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled promptly return certificates for unexchanged Old Notes (or affect appropriate book-entry transfer) to deduct and withhold from the consideration otherwise payable pursuant persons who deposited them (or affected such book-entry transfer) or, to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the extent required, the Exchange Agent is required to deduct and withhold with respect shall submit to the making Company a request for reissuance to, or upon the order of, the tendering Holder of such payment under certificates for the Code or under any provision of state, local or foreign Tax law, but in connection therewith unexchanged Old Notes. Such certificates shall be obligated returned by the Company to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid for distribution to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holders of the shares of Powertel Stock in respect of which such deduction Old Notes. (f) The Exchange Agent may (but shall have no obligation to) take any and withholding was made by VoiceStream all other actions it deems necessary or appropriate as the Exchange AgentAgent in connection with the Exchange Offer and under the customs and practices normally applied to such transactions and arrangements; provided however, that it is understood and agreed that the Exchange Agent shall have no duty or obligation in its capacity as Exchange Agent except for those specifically contemplated herein or as may be subsequently agreed to in writing between the Exchange Agent and the Company.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificatecertificate or certificates which immediately prior to the Effective Time represented Company Common Stock (the "Stock Certificates") whose shares are being converted into a ratable portion of the Merger Consideration pursuant to SECTION 2.6 above, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Stock Certificates shall pass, only upon delivery of such Powertel Certificate the Stock Certificates to the Exchange Agent Parent and which shall be in a such form and have such other provisions as VoiceStream Parent may reasonably specify), ) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of Powertel the Stock Certificates in exchange for the property described in the next sentenceMerger Consideration. Upon surrender of a Stock Certificate for cancellation to Parent or to such other agent or agents as may be appointed by Parent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel such Stock Certificate, duly executed by such spouses, together with such letter Letter of transmittal Transmittal duly executed, the holder of such holder Stock Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (the Merger Consideration to which such holder of Company Common Stock is entitled pursuant to SECTION 2.6 above. The Stock Certificates so surrendered shall not include any restrictive legends but may forthwith be subject canceled. No interest will accrue or be paid to the agreement signed holder of any Company Common Stock. From and after the Effective Date, until surrendered as contemplated by Rule 145 Affiliates pursuant this SECTION 2.8, each Stock Certificate shall be deemed for all corporate purposes to Section 5.08(a) evidence the amount of this Agreement) representing the number of whole shares of VoiceStream Common Stock Merger Consideration into which the shares of Powertel Company Common Stock represented by the surrendered Powertel Certificate(s) shall such Stock Certificate have been converted at converted. (b) The Merger Consideration delivered upon the Effective Time pursuant to Section 1.06(c), cash in lieu surrender for exchange of any fractional share of VoiceStream Company Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate terms hereof shall be properly endorsed or otherwise deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be in proper form for no further registration of transfers on the stock transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction books of the Surviving Corporation that such Tax has been paid or is not applicableof Company Common Stock which were outstanding immediately prior to the Effective Time. Until surrendered as contemplated by this Section 1.07If, each Powertel Certificate after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be deemed canceled and exchanged as provided in this SECTION 2.8, provided that the presenting holder is listed on the Company's shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to SECTION 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this SECTION 2.8, none of Parent, the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Holding Co., Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Powertel Stock the Company and Acquisition Co. are fully authorized in respect the name of which the respective corporations or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable after following the Effective Time, but no later than five (5) Business Days after the Effective TimeAgreement Date, the Surviving Corporation shall cause the Exchange Agent to mail Company will send to each holder of record of Company Securities (a Powertel Certificate, (i“Holder”) a transmittal letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form to be agreed to by the parties (the “Letter of Transmittal”) and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions appropriate materials for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation surrendering to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled Company certificates or agreements that prior to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant evidenced Company Securities. Except with respect to Section 1.06(c)Dissenting Stockholders, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 1.071.5(i), each Powertel Certificate stock certificate evidencing Company Stock and each agreement evidencing a Company Option or Company Warrant shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates upon such surrender the Merger Consideration that the Holder thereof has the right to receive in respect of such Company Securities pursuant to the provisions of this Agreement. No interest shall be paid or will accrue on any cash payable to Holders of Company Securities. Upon the proper surrender and exchange of certificates or agreements, or, in the absence thereof, Affidavits, representing Company Securities and the shares delivery of VoiceStream Common Stock into which an executed Letter of Transmittal to the shares of Powertel Stock represented by such Powertel Certificate have been convertedCompany, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any casheach Holder shall be paid, without interestinterest thereon, an amount in cash from the Company Agent equal to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e)the dollar amount set forth next to such Holder’s name on Schedule 1.5 hereto. VoiceStream or the Exchange The Company Agent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock Holder such amounts as VoiceStream or the Exchange Agent Company is required to deduct and withhold with respect to the making of such payment under the Code Code, or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by lawCompany, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder with respect to his, her or its Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any Holder who does not present certificates or agreements for cancellation representing all of the such holder’s shares of Powertel Stock Company Stock, Company Options or Company Warrants, or, in respect the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to Matria, stating that any of which such deduction certificates or agreements are lost, stolen or destroyed and withholding was made by VoiceStream that such holder will indemnify and hold Matria and its officers, directors and agents, harmless from any costs, expenses and damages that may be incurred if such certificates or the Exchange Agentagreements are later produced (an “Affidavit”).

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall Parent will cause the Exchange Agent to mail to each holder of record of a Powertel Certificatecertificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock ("CERTIFICATES"), (i) a notice of the effectiveness of the Merger; (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon delivery of such Powertel Certificate the Certificates to the Exchange Agent and shall be in a such customary form and have such other provisions as VoiceStream Parent may reasonably specifyspecify in accordance with the terms of this Agreement), ; and (iiiii) instructions for use in effecting to effect the surrender of Powertel the Certificates in exchange for the property described in the next sentencecertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) certificate representing the that number of whole shares of VoiceStream Parent Common Stock into and, if applicable, a check representing the cash consideration to which the shares such holder may be entitled on account of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any a fractional share of VoiceStream Parent Common Stock in accordance with Section 1.07(e) Stock, which such holder has the right to receive pursuant to the provisions of this Article I, and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that which is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate certificate representing that number of whole shares of VoiceStream Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article I, may be paid to or issued in a name other than to the transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that in which any applicable stock transfer taxes have been paid. In the Powertel Certificate surrendered event that any certificate for Company Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor is registeredtherefor, upon the making of an affidavit of that fact by the holder thereof and such bond, security, or indemnity as Parent may reasonably require, a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such Powertel Certificate shall holder may be properly endorsed or otherwise be in proper form for transfer and entitled on account of a fractional share of Parent Common Stock, which such holder has the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment right to a person other than the registered holder of such Powertel Certificate or establish receive pursuant to the satisfaction provisions of the Surviving Corporation that such Tax has been paid or is not applicable. this Article I. Until surrendered as contemplated by this Section 1.071.8, each Powertel Certificate shall be deemed at any time after the Effective Time to represent evidence only (A) the right to receive VoiceStream Certificates upon such surrender a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the shares cash consideration to which such holder may be entitled on account of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any a fractional share of VoiceStream Parent Common Stock in accordance with Section 1.07(e). VoiceStream or Stock, which such holder has the Exchange Agent shall be entitled right to deduct and withhold from the consideration otherwise payable receive pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes provisions of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.Article I.

Exchange Procedure. As soon as reasonably practicable (i) Promptly after the Effective Time, but no later than five (5) Business Days after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail deliver to each holder of record of a Powertel Certificate, (iA) a letter certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each, a “Certificate”) or (B) shares of Company Common Stock represented immediately prior to the Effective Time by book-entry (“Book-Entry Shares”), appropriate transmittal materials and instructions (collectively, the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate such Certificates shall pass, only upon proper delivery of such Powertel Certificate Certificates to the Exchange Paying Agent and or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal). The Certificates so delivered shall be in a form and have such other provisions duly endorsed as VoiceStream the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelledrequire. In the event of a transfer of ownership of shares of Powertel Company Common Stock represented by Certificates that is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock the consideration provided in Section 3.1(a)(i) may be paid issued to or issued in a name other than transferee if the Certificates representing such shares are delivered to the Paying Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Paying Agent that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be properly endorsed lost, mislaid, stolen or otherwise be in proper form for transfer destroyed, (y) such bond, security or indemnity as Parent and the person requesting Paying Agent may reasonably require and (z) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying Agent shall issue to such payment shall pay any transfer or other Taxes required by reason of holder the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock consideration into which the shares of Powertel Stock represented by such Powertel lost, stolen, mislaid or destroyed Certificate shall have been converted. (ii) Promptly after the Effective Time, (B) any dividends and other distributions in accordance with Section 1.07(d)Parent or the Surviving Corporation shall cause the Paying Agent to deliver the Option Payments, and (C) any cash, without interestas appropriate, to be paid in lieu of any fractional share of VoiceStream Common each individual whose Company Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable Options are cancelled pursuant to this Agreement the provisions of Section 3.3 hereof. The Paying Agent may establish such other reasonable and customary rules and procedures to any holder effect an orderly exchange. The Surviving Corporation shall pay all charges and expenses, including those of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of statePaying Agent, local or foreign Tax law, but in connection therewith shall be obligated to pay over to with the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder distribution of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentMerger Consideration.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall ChoiceOne will cause the Exchange Agent to mail to each holder of record of shares of CBC Common Stock (other than the Excluded Shares), as of the Effective Time, a Powertel Certificate, (i) a form of letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to a Powertel Certificate shall Certificates or Book-Entry Shares will pass, only upon proper delivery of such Powertel Certificate Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates or Book-Entry Shares in exchange for the property described Merger Consideration, any cash in the next sentencelieu of fractional shares payable pursuant to Section 2.6 and any dividends or other distributions payable pursuant to Section 2.3. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder shall of a Certificate or of Book-Entry Shares will be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(aa) of this Agreement) book-entry shares representing the number of whole shares of VoiceStream ChoiceOne Common Stock into to which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time such holder is entitled pursuant to Section 1.06(c)2.1.2, (b) cash in lieu of any fractional share of VoiceStream Common Stock in accordance with shares payable pursuant to Section 1.07(e2.6, and (c) any dividends or distributions payable pursuant to Section 2.3, and the dividends such Certificates and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Book-Entry Shares so surrendered shall forthwith will be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel CBC Common Stock that is not registered in the transfer records of PowertelCBC, cash or a VoiceStream Certificate representing shares payment of VoiceStream Common Stock the Merger Consideration may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate Certificates or Book-Entry Shares so surrendered in exchange therefor is registered, are registered if such Powertel Certificate shall be certificates or other documentation are presented and are properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall will pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation ChoiceOne, that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.072.2.2, each Powertel Certificate shall and Book-Entry Share will be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been convertedMerger Consideration, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise shares payable pursuant to this Agreement Section 2.6, and any dividends or other distributions payable pursuant to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentSection 2.3.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificatecertificate or certificates which immediately prior to the Effective Time represented Company Common Stock (the "Stock Certificates") whose shares are being converted into a ratable portion of the Cash Consideration and Note Consideration pursuant to Section 2.6 above, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Stock Certificates shall pass, only upon delivery of such Powertel Certificate the Stock Certificates to the Exchange Agent Parent and which shall be in a such form and have such other provisions as VoiceStream Parent may reasonably specify), ) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of Powertel the Stock Certificates in exchange for the property described in the next sentenceCash Consideration and Note Consideration. Upon surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of any Powertel Certificate(s) held each Shareholder, duly executed by any holder of record of a Powertel Certificatesuch spouses, together with such letter Letter of transmittal Transmittal duly executed, the holder of such holder Stock Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (the Cash Consideration and Note Consideration to which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates such holder of Company Common Stock is entitled pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common 2.6 above. The Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificates so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash No interest will accrue or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to any Company Common Stock. From and after the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.072.8, each Powertel Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Note Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration and Note Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only (A) carry out the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Powertel Stock the Company and Acquisition Co. are fully authorized in respect the name of which the respective corporations or otherwise to take, and will take, all such deduction lawful and withholding was made by VoiceStream or the Exchange Agentnecessary action so long as such action is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable after After the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record a certificate or certificates for shares of a Powertel CertificateBSC Common Stock, upon surrender of the same duly transmitted to Registrar and Transfer Company, as Exchange Agent (i) a letter or in lieu of transmittal (which shall specify that delivery shall be effectedsurrendering such certificates in the case of lost, and risk of loss and title to a Powertel Certificate shall passstolen, only destroyed or mislaid certificates, upon delivery execution of such Powertel Certificate to the Exchange Agent documentation as may be reasonably required by Registrar and shall be in a form and have such other provisions as VoiceStream may reasonably specifyTransfer Company), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) certificate or certificates representing the number of whole shares of VoiceStream ▇▇▇▇▇ Common Stock into which such holder’s shares of BSC Common Stock shall have been converted by the Merger pursuant to the Merger Consideration. As soon as practicable after the Effective Time, the Exchange Agent will send a notice and transmittal form to each BSC shareholder of record at the Effective Time advising such shareholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing BSC Common Stock in exchange for the Merger Consideration. Until so surrendered, each outstanding certificate that prior to the Effective Time represented shares of BSC Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of full shares of ▇▇▇▇▇ Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) same shall have been converted at the Effective Time pursuant converted; provided, however, that dividends or distributions otherwise payable with respect to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream ▇▇▇▇▇ Common Stock into which BSC Common Stock shall have been so converted shall be paid with respect to such shares only when the certificate or certificates evidencing shares of Powertel BSC Common Stock represented by such Powertel Certificate shall have been convertedso surrendered (or in lieu of surrendering such certificates in the case of lost, (Bstolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by Exchange Agent) and thereupon any such dividends and other distributions in accordance with Section 1.07(d), and (C) any cashshall be paid, without interest, to be paid in lieu the holder entitled thereto subject however to the operation of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream applicable escheat or the Exchange Agent shall be entitled similar laws relating to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentunclaimed funds.

Exchange Procedure. Following receipt of the Final Order and prior to the Effective Date, OceanaGold will deposit the OceanaGold Shares with the Depositary to satisfy the Consideration issuable to the Romarco Shareholders pursuant to the Plan of Arrangement (other than with respect to Dissent Shares held by Dissenting Romarco Shareholders who have not withdrawn their notice of objection). As soon as reasonably practicable after the Effective Time, Date (but no later than five (5) Business Days after subject to the Effective TimePlan of Arrangement), the Surviving Corporation shall cause the Exchange Agent to mail Depositary will forward to each holder Romarco Shareholder that submitted a duly completed Letter of record Transmittal to the Depositary, together with the certificate (if any) representing the Romarco Shares held by such Romarco Shareholder, the certificates representing the OceanaGold Shares issuable to such Romarco Shareholder pursuant to the Plan of a Powertel CertificateArrangement, which shares will be registered in such name or names as set out in the Letter of Transmittal; and either (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate delivered to the Exchange Agent and shall be address or addresses as such Romarco Shareholder directed in a form and have such other provisions as VoiceStream may reasonably specify), and their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions for use in effecting of the surrender of Powertel Certificates in exchange for the property described Romarco Shareholder in the next sentenceLetter of Transmittal. Upon surrender for cancellation Romarco Shareholders that did not submit an effective Letter of Transmittal prior to the Exchange Agent Effective Date may take delivery of any Powertel Certificate(s) the Consideration issuable to them by delivering the certificates representing Romarco Shares or Romarco Shares formerly held by any holder them to the Depositary at the offices indicated in the Letter of record Transmittal. Such certificates must be accompanied by a duly completed Letter of a Powertel CertificateTransmittal, together with such letter of transmittal duly executed, other documents as the Depositary may require. Certificates representing the OceanaGold Shares issued to such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject Romarco Shareholder pursuant to the agreement signed Plan of Arrangement will be registered in such name or names as set out in the Letter of Transmittal and either: (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal; or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal, as soon as reasonably practicable after receipt by Rule 145 Affiliates pursuant the Depositary of the required certificates and documents. No fractional OceanaGold Shares will be issued to Section 5.08(a) Romarco Shareholders. Where the aggregate number of this Agreement) representing OceanaGold Shares to be issued to a Romarco Shareholder as Consideration under the Arrangement would result in a fraction of an OceanaGold Share being issuable, the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented OceanaGold Shares to be received by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate Romarco Shareholder shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish rounded down to the satisfaction of nearest whole OceanaGold Share, with no consideration being paid for the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentshare.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, Time (but no not later than five (5) Business Days after the Effective Timethereafter), the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificatecertificate or certificates, or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates” or “Book-Entry Shares”, respectively) which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery of such Powertel Certificate the Certificates or Book-Entry Shares, as applicable, to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), Paying Agent) and (ii) instructions for use in effecting the surrender of Powertel the Certificates or Book-Entry Shares, as applicable, in exchange for the property described Merger Consideration. Upon (A) in the next sentence. Upon case of a Certificate, surrender for cancellation of such Certificate to the Exchange Paying Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificatefor cancellation, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor a VoiceStream the Merger Consideration for each share of Company Common Stock theretofore represented by such Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates or Book-Entry Share, as applicable, pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c2.01(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Company Common Stock that is not registered in the transfer records of Powertelthe Company, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock payment may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate or Book-Entry Share, as applicable, so surrendered in exchange therefor is registered, if such Powertel Certificate or Book-Entry Share, as applicable, shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Powertel Certificate or Book-Entry Share, as applicable, or establish to the satisfaction of the Surviving Corporation Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.072.02, each Powertel Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions Merger Consideration in accordance with Section 1.07(d), and (C) any cash, without interest, to this Article II. No interest shall be paid in lieu or accrue on the cash payable upon surrender of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream Certificate or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentBook-Entry Share.

Exchange Procedure. As soon as reasonably practicable after Horizon OP and Sun shall use commercially reasonable efforts to cause the Effective TimeExchange Agent, but no later than five (5) Business Days the fifth business day after the Effective TimeClosing Date, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, Certificate or Certificates which immediately prior to the REIT Merger Effective Time represented outstanding Class A EPS or Paired Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, only upon delivery of such Powertel Certificate the Certificates to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream Horizon OP and Sun may reasonably specify), ) and (ii) instructions for use in effecting the surrender of Powertel the Certificates in exchange for the property described REIT Merger Consideration and a certificate representing the Sun Common Share Amount, as applicable, together with any dividends or distributions to which such holder is entitled pursuant to Section 1.9(d) and cash, if any, payable in the next sentencelieu of fractional shares pursuant to Section 1.9(g). Upon surrender of a Certificate for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel CertificateAgent, together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream the REIT Merger Consideration into which Class A EPS or Class B Shares theretofore represented by such Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates have been converted pursuant to Section 5.08(a1.6(a), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(d) and cash, if any, payable in lieu of this Agreementfractional shares pursuant to Section 1.9(g) and, in the case of Certificates for Paired Shares, a certificate representing the number of whole shares of VoiceStream Sun Common Stock into which equal to the number of shares of Powertel Sun Common Stock represented by such Certificate prior to the surrendered Powertel Certificate(s) shall have been converted at the REIT Merger Effective Time pursuant to Section 1.06(c(the “Sun Common Share Amount”), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e(ii) Horizon OP and Sun shall use commercially reasonable efforts to cause the dividends Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five (5) business days after receipt thereof and other distributions in accordance with Section 1.07(d); and (iii) the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Powertel Stock that Class A EPS or Paired Shares which is not registered in the transfer records of PowertelSun or Trust, cash as applicable, payment of the REIT Merger Consideration or a VoiceStream Certificate representing shares issuance of VoiceStream the Sun Common Stock Share Amount, as applicable, may be paid made to or issued in a name Person other than that the Person in which whose name the Powertel Certificate so surrendered in exchange therefor is registered, registered if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance either shall pay any transfer or other Taxes required by reason of the such payment or issuance being made to a person Person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation Sun or Horizon OP, as applicable, that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.071.9, each Powertel Certificate shall be deemed at any time after the REIT Merger Effective Time to represent only (A) the right to receive VoiceStream Certificates representing upon such surrender the shares of VoiceStream Common Stock REIT Merger Consideration into which the shares of Powertel Stock Class A EPS or Class B Shares heretofore represented by such Powertel Certificate shall have been convertedconverted pursuant to Section 1.6(a), (B) any dividends and or other distributions in accordance with to which such holder is entitled pursuant to Section 1.07(d1.9(d), and (C) any cash, without interest, to be paid cash payable in lieu of fractional shares pursuant to Section 1.9(g) and, if applicable, the Sun Common Share Amount. No interest will be paid or will accrue on the REIT Merger Consideration upon the s urrender of any fractional share of VoiceStream Common Stock in accordance with Certificate or on any cash payable pursuant to Section 1.07(e1.9(d) or Section 1.9(g). VoiceStream or the The Exchange Agent shall be entitled entitled, in its sole and absolute discretion, subject to Section 1.9(f), to deduct and withhold from the consideration cash, Horizon Common Stock or Sun Common Stock, or any combination thereof, that otherwise is payable or issuable pursuant to this Agreement to any holder of shares of Powertel Stock one or more Certificates such amounts as VoiceStream or the Exchange Agent is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code or under any provision of stateTax Law; provided that, local notwithstanding anything in this Section 1.9(c) to the contrary, no deduction or foreign Tax law, but in connection therewith withholding shall be obligated made under any provision of Tax Law, including under Section 1445 of the Code, from any payments made to pay over a Seller or any Subsidiary thereof unless (i) in the case of any deduction or withholding other than under Section 1445 of the Code, Horizon OP shall have furnished Sun, no later than fifteen (15) days prior to the proper Tax authorities applicable payment date, with a written notice referring to this Section 1.9(c) and properly report describing the approximate amount of the deduction or withholding to be made (it being agreed that, in the event of any such payment as required by written notice and with respect to such Tax law. To deduction or withholding, (x) Sun and Horizon OP shall promptly enter into discussions in good faith to determine if applicable circumstances permit the lack of such deduction or withholding and (y) to the extent Horizon OP determines in good faith that such deduction or withholding is required, and Sun determines in good faith that such deduction or withholding is not required, there shall be no such deduction or withholding upon an agreement by Sun in writing to indemnify Horizon OP against any such deduction, withholding, interest, penalties and expenses that subsequently becomes borne, as a result of a challenge by the applicable tax authority, by Horizon OP or its Affiliates) or (ii) in the case of any deduction or withholding under Section 1445 of the Code, such Seller fails to furnish Horizon OP with an affidavit as contemplated by Section 2.4(a)(vi) of this Agreement. Any amounts are so deducted or withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid or issued to the holder of the shares of Powertel Stock Certificates in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after Before the Effective TimeClosing Date, but no later than five OMNI will designate an exchange agent (5) Business Days the "Exchange Agent"). 2.2.1 Promptly after the Effective Time, the Surviving Corporation shall will cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, (i) a form letter of transmittal (which shall specify that delivery shall to each person who is shown as a Holder of OMNI stock or options as of the Effective Time. The letter of transmittal will be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described substantially in the next sentence. form of Appendix B to this Agreement. 2.2.2 Upon delivery and surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such the Holder's executed letter of transmittal duly executedand the option and/or certificates evidencing ownership of OMNI stock, such holder shall the Holder will be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject for each share of OMNI stock described in Section 2.1.1 the number of shares of New CMD Common Stock and New CMD Preferred Stock equal to the agreement signed by Rule 145 Affiliates number of shares calculated pursuant to Sections 2.1.2 and 2.1.3 or a Substitute Option pursuant to Section 5.08(a) 2.1.4. Until so surrendered, each such outstanding certificate which prior to the Effective Time represented shares of this Agreement) representing OMNI shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of VoiceStream New CMD Common Stock and New CMD Preferred Stock into which such shares have been converted and the Holders shall, subject to this Agreement, enjoy all of the rights and privileges of Holders of CMD stock, including, without limitation, voting rights, and each such option shall be deemed to be a Substitute Option pursuant to Section 2.1.4. However, no dividends or distributions will be paid to persons entitled to receive certificates for New CMD Common Stock and New CMD Preferred Stock until they have surrendered their certificates which prior to the Effective Time represented OMNI stock and no option may be exercised until the OMNI stock option has been surrendered and the shares of Powertel New CMD Common Stock represented by the surrendered Powertel Certificate(s) shall and New CMD Preferred Stock or Substitute Options have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish delivered to the satisfaction Holder. 2.2.3 The Exchange Agent shall not be liable to Holders of the Surviving Corporation that such Tax has been paid OMNI or is not applicable. Until surrendered as contemplated CMD stock for any actions taken by this Section 1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct contemplated by and withhold from the consideration otherwise payable pursuant to consistent with this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange AgentAgreement.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange a Company Stock Certificate to Parent for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificateexchange, together with such letter of transmittal duly executed, such holder each Principal Stockholder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may shares of Parent Common Stock set forth opposite the Principal Stockholder’s name on the Merger Consideration Schedule under the column entitled “Number of Shares of Parent Common Stock to be subject Received at Closing.” Such payments of Parent Common Stock to the agreement signed by Rule 145 Affiliates pursuant Principal Stockholders, together with the Principal Stockholder Closing Shares, shall be deemed to Section 5.08(a) have been paid in full satisfaction of this Agreement) representing the number of whole shares of VoiceStream Common all rights pertaining to Company Capital Stock into which the shares of Powertel Stock represented held by the surrendered Powertel Certificate(s) shall have been converted at Principal Stockholders. From and after the Effective Time pursuant Time, each Company Stockholder shall cease to Section 1.06(c), cash in lieu of have any fractional share of VoiceStream Common Stock in accordance rights with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish respect to the satisfaction of the Surviving Corporation that Company Capital Stock held by such Tax has been paid Company Stockholder, except as otherwise provided herein or is not applicableby applicable law. Until surrendered as contemplated by this Section 1.071.9, each Powertel Company Stock Certificate held by any Company Stockholder shall be deemed at any time deemed, from and after the Effective Time Time, to represent only (A) the right to receive VoiceStream Certificates representing a portion of the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions Merger Consideration in accordance with Section 1.07(dthis Agreement. (b) Each of Parent and the Surviving Corporation (each, a “Payor”), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from the any consideration payable or otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock deliverable hereunder such amounts as VoiceStream or Parent, the Exchange Agent is Surviving Corporation may be required to deduct and or withhold with respect to the making of such payment therefrom under the Code Code, the Israeli Income Tax Ordinance of 1961 and the rules and regulations promulgated thereunder (the “Ordinance”) or under any provision of state, local or foreign Tax tax law. In the event that pursuant to any Legal Requirement, but such tax is required to be withheld at source, any recipient of consideration hereunder shall deliver the appropriate tax withholding amounts in connection therewith shall be obligated to pay over cash to the proper Tax authorities and properly report Payor or, if so directed, to the Trustee or an Affiliate of a Payor (to remit such payment amounts to the ITA or other Governmental Body, as required by such Tax lawapplicable). To the extent that such amounts are so withheld by VoiceStream deducted or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by lawwithheld, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) Notwithstanding the provisions of Section 1.9(b), to the extent that at least one (1) Business Days prior to the time the consideration is payable, the holder or former holder of Company Capital Stock has presented the shares Payor with a Valid Exemption, the Payor shall not make any Israeli deductions or withholdings, or shall make such deductions or withholdings at a reduced rate, as the case may be, in accordance with the provisions of Powertel such Valid Exemption. For purposes of this Agreement, a “Valid Exemption” means a certificate or ruling issued by the ITA which is sufficient to enable the Payor to establish at its reasonable discretion that no withholding or reduced withholding of Israeli tax is required with respect to payment payable to the holder or former holder of Company Capital Stock under this Agreement. To the extent that reduced withholding of Israeli tax is required pursuant to any Legal Requirement, holders or former holders of Company Capital Stock shall deliver the appropriate tax withholding amounts in respect cash to the Payor or, if so directed, to the Trustee or an Affiliate of which a Payor (to remit such deduction and withholding was made by VoiceStream or amounts to the Exchange AgentITA).

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, but no later than five Purchaser shall deposit in trust with an exchange agent selected by the Company (5the "Exchange Agent") Business Days after funds sufficient to pay in full the Effective TimeMerger Consideration and all amounts due pursuant to the terms of the Company's Management Equity Participation Plan (the "MEP") (such amounts, the Surviving Corporation shall cause "MEP Payment"; the MEP Payment and the Merger Consideration, together, the "Exchange Fund"). Prior to the Closing, the Exchange Agent to mail shall deliver to each holder Stockholder a form of record of a Powertel Certificate, (i) a letter of transmittal for return to the Exchange Agent (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate the Certificates shall pass, pass only upon proper delivery of such Powertel Certificate the Certificates to the Exchange Agent and shall be in a form and have include an agreement by each Stockholder that such other provisions as VoiceStream may reasonably specify)Stockholder's respective allocation of the Merger Consideration represents all such Stockholder is owed by the Company pursuant to this Agreement, and (iithat such Stockholder has waived and released the Company from any claims by such Stockholder to receive any additional amounts in excess of that provided for herein) and instructions for use in effecting the surrender of Powertel the Certificates and payment of the Allocated Merger Consideration due in exchange for the property described in the next sentencerespect thereof. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, the Stockholder holding such holder Certificate shall be entitled to receive paid in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) Allocated Merger Consideration payable in respect of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c)such shares, cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) Certificate so surrendered shall forthwith be cancelledcanceled. In The payments by the event Exchange Agent of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate Allocated Merger Consideration shall include payments to persons who surrender Certificates representing shares of VoiceStream Common Series A Preferred Stock may of all deferred or accrued and unpaid dividends in respect of such shares, and payments of Liquidating Dividends payable pursuant to Article VI, Part B, Section 1A of the Articles of Organization of the Company as if the consummation of the Merger were a Liquidation Event (as such term is defined in such Articles of Organization). (b) Until surrendered as contemplated by Section 4.01, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Merger Consideration. No interest shall be paid or will accrue on the amount payable at the Effective Time upon surrender of a Certificate. If payment is to or issued in be made to a name Stockholder other than that the person in which whose name the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Stockholder requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person other than the registered holder of such Powertel the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07. (c) At the Closing, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such Powertel Certificate have been converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to deduct and withhold from pay the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect MEP Payment to the making of such payment beneficiaries under the Code or under any provision of state, local or foreign Tax law, but MEP in connection therewith shall be obligated to pay over to accordance with the proper Tax authorities terms and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such deduction and withholding was made by VoiceStream or the Exchange Agentprovisions thereof.