T-Cubed will pay to settlement class counsel cash in an amount equal to $2,000 per linear mile of conduits for the first three conduits installed in the corridor. In addition, T-Cubed will pay to the settlement class counsel from time to time cash in amount equal to a percentage of the gross receipts T-Cubed receives with respect to the fourth and successive conduits installed in the corridor as follows:

The Company will pay to settlement class counsel:

• 25% of the net revenue received by the Company from the sale, lease or use of the up to sixteen dark fiber optic strands per railroad corridor T-Cubed transfers to the Company;

• 25% of the net revenues derived from any conduit purchased by the Company from T-Cubed pursuant to the option to purchase a conduit installed in the telecommunications system;

• 25% of the gross proceeds from the sale of all or substantially all of the assets of the Company, or the merger or liquidation of the Company; and

• In the event of an initial public offering of the common equity securities of the Company or its successor, a number of securities equal to 25% of the outstanding equity interest of the Company or its successor immediately before the closing of the initial public offering.

The settlement class counsel comprises:

• Nels Ackerson, The Ackerson Group, Washington, D.C.

• Roger C. Johnson, Koonz, McKenney, Johnson, DePaolis & Lightfoot, Washington, D.C.

• John B. Massopust, Zelle, Hofmann, Voelbel & Gette, LLP, Minneapolis, Minnesota

• Henry J. Price, Price, Potter, Jackson & Mellowitz, P.C., Indianapolis, Indiana