Seller agrees to convey and sell the Membership Interests to Purchaser, and Purchaser agrees to purchase and accept such Membership Interests, in accordance with the terms and subject to the conditions hereof, such transactions to be effective as of the Closing Date.

The Assignee agrees to issue to Richard F. Parker & Charlotte B. Parker Revocable Living Trust u/t/d ​, by Charlotte Parker as Trustee, a 25% equity interest in the Assignee based on that certain equity option provision for Membership Interests granted pursuant to the Chief Research Officer ("CRO") Agreement with Richard Parker of even date herewith between the Assignee and Richard Parker. Richard Parker shall irrevocably hold the voting proxy for such Membership Interests. If Richard Parker shall be no longer be the CRO for any reason, then these Membership Interests shall become nonvoting.

No Borrower will, and no Borrower will permit any of the other Loan Parties to, elect to treat or permit any of its Subsidiaries to # treat its limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of "security" in [[Section 8-102(15)])]] and by [[Section 8-103]3]] of [Article 8] of Uniform Commercial Code or # certificate its limited liability company membership interests or partnership interests, as the case may be (to the extent not certificated as of the Closing Date).

Upon the terms and subject to all of the conditions contained herein, each of the ​ hereby agrees to sell, assign, transfer and deliver to Cosmos, and Cosmos hereby agrees to purchase and accept from each of the ​, on the Closing Date, the Shares.

Membership. The Committee shall consist of at least three persons who shall be officers or directors of the Corporation or Eligible Employees. Members of the Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Chief Human Resources Officer of the Corporation (the “CHRO”). The CHRO shall appoint one of the members of the Committee to serve as chairman. If the CHRO does not appoint a chairman, the Committee, in its discretion, may elect one of its members as chairman. The Committee shall appoint a Secretary who may be but need not be, a member of the Committee. The Committee shall not receive compensation for its services. Committee expenses shall be paid by the Corporation.

Membership. The Parties shall, as soon as practicable and, in any event, no later than ​ days after the Effective Date, form a joint steering committee (the “Joint Steering Committee” or “JSC”). The Joint Steering Committee shall consist of # ​ to be selected by mutual agreement of Caribou and ​, # ​ representatives of Caribou and # ​ representatives of ​; provided that the Parties may agree in writing to a different ​ number of representatives. Unless the Parties agree differently in writing, the JSC shall be chaired by ​ (the “Committee Chair”). At least ​ representative from each Party shall have the authority to make decisions on behalf of and bind such Party within the scope of the authority of the JSC. Subject to the foregoing, each Party may replace its representatives to the Joint Steering Committee at any time upon written notice to the other Party and the Committee Chair may be replaced only upon the mutual written agreement of both Parties.

#​ and Lingo Management, LLC, a Delaware limited liability company (the “Seller”) entered into that certain Membership Interest Purchase Agreement, dated as of ​ (the “Purchase Agreement”), pursuant to which Seller agreed to sell to ​ 100% of the outstanding membership interests in Tempo Telecom, LLC, a Georgia limited liability company (“Tempo”), as more particularly described in the Purchase Agreement.

The Board may make any amendment to this Agreement and [Exhibit A] as necessary to # reflect any issuance of New Interests, additional Membership Interests or other Equity Interests, any redemption or purchase of Membership Interests, New Interests or other Equity Interests, or any other change in the Membership Interests, other Equity Interests, or Ownership Percentages as provided herein, or # make administrative changes that do not adversely impact any Member’s rights under this Agreement or the value of the Company.

Issue any membership interests or other equity interests, securities convertible into its membership interests or other equity interests, or any debt securities.

“New Interests” means any # Membership Interests issued or to be issued by the Company after the Effective Date or # any other Equity Interests issued or to be issued by the Company or any of its Subsidiaries after the Effective Date; provided, that the term “New Interests” shall not include any such Membership Interests issued or to be issued # in connection with any merger, consolidation, acquisition or any similar transaction or any reorganization or recapitalization in each case when Membership Interests are issued for or in respect of previously outstanding Membership Interests, # to the selling Persons in connection with the acquisition by the Company of a Person; provided, that such Membership Interests or other Equity Interests are issued as consideration for such acquisition (including issuances to management or employees of such Person in connection with such acquisition), # in any public offering, # as compensation to employees, officers or consultants of the Company or any Subsidiary of the Company, # in connection with the exercise of any options, rights, or warrants to acquire Membership Interests, or any appreciation rights relating to Membership Interests; provided that any such transaction described in the [foregoing [clauses (v) through (z)]] is approved in accordance with this Agreement.