EX-4.2



 Exhibit 4.2 
 EXECUTION VERSION 
 PLEDGE AND SECURITY AGREEMENT 

THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”) dated as of December 24, 2012, made by CC HOLDINGS GS V LLC, PINNACLE TOWERS LLC, PINNACLE TOWERS III LLC and PINNACLE TOWERS V INC. (each, a “Pledgor” and, collectively, the
“Pledgors”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Indenture Trustee”), for the benefit of the holders of the Notes from time to time (the “Noteholders”)
issued pursuant to the Indenture (as defined below). 
 R E C I T A L
S: 
 WHEREAS, pursuant to the Indenture, dated as of December 24, 2012 (as amended, supplemented, restated or
otherwise modified from time to time, the “Indenture”), CC Holdings GS V LLC, a Delaware limited liability company, and Crown Castle GS III Corp., a Delaware corporation, issued $500,000,000 aggregate principal amount of 2.381%
Senior Secured Notes due 2017 (the “2017 Notes”) and $1,000,000,000 aggregate principal amount of 3.849% Senior Secured Notes due 2023 (the “2023 Notes” and, together with the 2017 Notes, the
“Notes”) upon the terms and subject to the conditions set forth therein; 
 WHEREAS, each Pledgor will derive
substantial direct and indirect benefit from the issuance of the Notes under the Indenture; 
 WHEREAS, each Pledgor is the sole
beneficial holder of interests in certain Corporations (as hereinafter defined), or LLCs (as hereinafter defined) as more particularly described on Schedule 1 attached hereto; and 

WHEREAS, contemporaneously with the issuance of the Notes, each Pledgor shall execute and deliver this Agreement to the Indenture Trustee
for the ratable benefit of the Noteholders of each series of Notes. 
 NOW, THEREFORE, in consideration of the premises and to
induce the Indenture Trustee to enter into the Indenture and to induce the Noteholders to make their respective purchases of the Notes, each Pledgor hereby agrees with the Indenture Trustee, for the ratable benefit of the Noteholders of each series
of Notes, as follows: 
 ARTICLE I 
 CERTAIN DEFINITIONS 
 (a) Unless otherwise specified in this
Agreement, certain capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given to such terms in the Indenture. In addition, as used in this Agreement, the following terms have the meanings set forth in
or incorporated by reference below: 
 “Accounts” means, as to each Pledgor, all
“accounts” (as defined in the UCC) now owned or hereafter acquired by each Pledgor relating to the Collateral, including all 







 
accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness owing to each Pledgor relating to the Collateral, whether or not arising from the sale, lease
or exchange of goods or other property by each Pledgor or the performance of services by each Pledgor (including any such obligation which might be characterized as an account, contract right or general intangible relating to the Collateral under
the UCC), and all of each Pledgor’s rights to any goods, services or other property represented by any of the foregoing. 

“Agreement” has the meaning in the preamble to this Agreement. 

“Bylaws” means the bylaws of the Corporations, in the form delivered to the Indenture Trustee on the Issue Date, as may
be amended from time to time in accordance with this Agreement. 
 “Certificate of Formation” means the
certificate of formation of each LLC, as same has been amended through the date hereof and as same may be amended from time to time in accordance with this Agreement. 
 “Certificate of Incorporation” means the certificate or articles of incorporation of each Corporation, as same has been amended through the date hereof and as same may be amended from
time to time in accordance with this Agreement. 
 “Collateral” has the meaning set forth in Section 2.01.

 “Control Acknowledgement” has the meaning set forth in Section 3.02(f). 

“Corporations” means the corporations identified on Schedule 1 under the heading “Pledged Subsidiary.”

 “Documents” means all “documents” (as defined in the UCC) or other receipts covering, evidencing
or representing any of the Collateral now owned or hereafter acquired by each Pledgor. 
 “General Intangibles”
means all “general intangibles” (as defined in the UCC) now owned or hereafter acquired by each Pledgor relating to the Collateral, including (i) all obligations or indebtedness owing to each Pledgor (other than Accounts) with respect
to the Collateral from whatever source arising and (ii) all rights or claims in respect of refunds for taxes paid with respect to the Collateral. 
 “Indenture” has the meaning set forth in the Recitals to this Agreement. 
 “Indenture Trustee” has the meaning set forth in the preamble to this Agreement. 
 “Instruments” means all “instruments,” “chattel paper” or “letters of credit” (each as defined in the UCC) evidencing, representing, arising from or existing
in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including promissory notes, drafts, bills of exchange and trade acceptances, now owned or hereafter acquired by each Pledgor with respect to the
Collateral. 

  
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 “Investment Property” has the meaning assigned to such term in the UCC.

 “LLC Interests” has the meaning set forth in Section 2.01(a)(ii). 

“LLCs” means the limited liability companies identified on Schedule 1 under the heading “Pledged Subsidiary.”

 “Monies” means all cash, checks, notes, drafts or similar items of payment. 

“Noteholders” has the meaning set forth in the preamble to this Agreement. 

“Operating Agreement” means the limited liability company operating agreement of each LLC, as same has been amended
through the date hereof and as same may be amended from time to time in accordance with this Agreement. 

“Organizational Documents” means the Certificate of Formation, the Certificate of Incorporation, the Bylaws, the
Operating Agreement, and any other agreements affecting the rights, limitations, preferences or obligations of each Pledgor with respect to any of the foregoing or with respect to the Stock Interests or LLC Interests or otherwise, in each case, as
the same may be amended or modified from time to time in accordance with this Agreement. 
 “Pledged Interests”
means, collectively, the LLC Interests and the Stock Interests, together with all economic or voting rights with respect to any of the foregoing. 
 “Pledged Subsidiaries” means the LLCs and the Corporations. 

“Pledgor” has the meaning set forth in the preamble to this Agreement. 

“Proceeds” means all “proceeds” as such term is defined in Section 9-102 of the UCC and shall include, in
any event, without limitation, all dividends and other income from the Pledged Interests, collections thereon or distributions with respect thereto. 
 “Specified Event of Default” means an Event of Default arising pursuant to Section 6.01 (a)(ii) (failure to pay principal or premium when due), Section 6.01(a)(ix) (commencement
of a voluntary bankruptcy proceeding), Section 6.01(a)(x) (filing of involuntary bankruptcy proceedings) of the Indenture or such other Event of Default that results in the declaration of all Notes becoming due and payable immediately pursuant
to Section 6.02 of the Indenture. 
 “Stock Interests” has the meaning set forth in
Section 2.01(a)(i). 
 “Transaction Documents” means the Indenture, the Notes, this Agreement and each
other agreement contemplated by any of the foregoing. 
 “UCC” means at any time the Uniform Commercial Code as
in effect in the State of New York; provided that, if, by reason of mandatory provisions of law, the validity or perfection of Indenture Trustee’s security interest in the Collateral or any part thereof is governed by the Uniform
Commercial Code or other similar law as in effect in a jurisdiction 

  
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other than New York, “UCC” means the Uniform Commercial Code or such similar law as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
validity or perfection. 
 (b) (i) The words “hereby,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement and section, subsection, schedule and exhibit references are to this
Agreement unless otherwise specified. 
 (ii) The word “including” when used in this Agreement shall be
deemed to be followed by the words “but not limited to.” 
 ARTICLE II 

COLLATERAL: GENERAL TERMS 
 Section 2.01 Security Interest. As security for the Obligations, each Pledgor hereby grants the Indenture Trustee a continuing first-priority security interest in, Lien on, and right of
set-off against, and hereby assigns to the Indenture Trustee as security, all of such Pledgor’s right, title and interest, if any, in, to and under the following property and interests in property (save insofar as otherwise excluded by the
terms of this Agreement), whether now owned or hereafter acquired or existing and wherever located (collectively, the “Collateral”): 
 (a) (i) all of such Pledgor’s right, title and interest in and to the Equity Interests of the Corporations, including, for the avoidance of doubt, all voting rights connected therewith or related
thereto, and the certificates, if any, representing any of the foregoing (collectively, the “Stock Interests”) together with all instruments of transfer in respect of such Equity Interests in the form of Exhibit A attached
hereto, executed in blank and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the Stock Interests;

 (ii) all of such Pledgor’s right, title and interest in and to the Equity Interests of the LLCs,
including, for the avoidance of doubt, all voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the “LLC Interests”) together with all instruments of
transfer in respect of such Equity Interests, executed in blank and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and
all of the LLC Interests; 
 (b) to the extent not included in clause (a) above, any and all rights,
remedies and privileges of such Pledgor under any of the Organizational Documents of the Corporations or the LLCs, as applicable; 
 (c) all securities hereafter delivered to the Indenture Trustee in substitution for or in addition to any and all of the Collateral, and all certificates and instruments representing or evidencing such
securities and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral; 

  
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 (d) all additional shares of the Corporations, all additional limited
liability company interests of the LLCs or other Equity Interests of the Guarantors, as applicable, from time to time acquired by such Pledgor in any manner, and the certificates (if any) representing such additional shares of the Corporations or
additional limited liability company interest of the LLCs or other Equity Interests of the Guarantors, as applicable (all of which shall constitute part of the Pledged Interests), and all options and warrants from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such shares of the Corporations, limited liability company interests of the LLCs or other Equity Interests of the Guarantors, as applicable; 

(e) all books and records (including credit files, computer programs, printouts and other computer materials and records)
of such Pledgor pertaining to any of the Collateral; 
 (f) all of such Pledgor’s right, title and interest
in and to the profits and losses of the Corporations and the LLCs and such Pledgor’s right (i) as a shareholder of the Corporations and (ii) as a member of the LLCs, in each case, to receive distributions of the assets of the
Corporations and the LLCs, as the case may be, upon complete or partial liquidation or otherwise; and 
 (g) all
cash and non-cash Proceeds and products of the Collateral, and all dividends, cash, instruments and other property (whether constituting Investment Property, Accounts, Documents, General Intangibles or Instruments or otherwise) from time to time
received, receivable or otherwise distributed when Collateral or Proceeds are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment,
including return premiums, with respect to any insurance relating thereto. 
 Section 2.02 Delivery of Certificates,
Instruments, Etc. Concurrently with the execution and delivery of this Agreement, the Indenture Trustee shall be in receipt of all original certificates, instruments and other documents, if any, evidencing or representing the Collateral or any
part thereof, in each case accompanied by, if applicable, a duly executed instrument of transfer executed in blank in respect of each of the respective Pledged Interests and each Pledgor shall file such UCC financing statements as shall be
reasonably required to ensure the Indenture Trustee the benefits of the first priority Lien on and to the Collateral. 

Section 2.03 Release of Security Interest. This Agreement and all security interests granted hereunder shall terminate or be
released in whole or in part with respect to the relevant portion of the Collateral in accordance with the terms of the Indenture. In connection with any such termination or release pursuant to the Indenture, the Indenture Trustee shall take, at the
written request of the Pledgors, all reasonable steps necessary to terminate and release the security interest in such Collateral granted hereunder and, if applicable, to promptly return the original stock certificate(s) then being held by the
Indenture Trustee, together with any original instruments of transfer and other similar documents then being held by the Indenture Trustee, if 

  
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any; provided that the Indenture Trustee may retain copies of any of the foregoing documents. When so terminated or released, the relevant portion of the Collateral shall be free and clear
of any Lien created hereunder or under the other Transaction Documents in favor of the Indenture Trustee. Upon a termination of all security interests granted hereunder with respect to all of the Collateral (and at the written request and at the
reasonable cost and expense of such Pledgor), the Indenture Trustee shall promptly execute a satisfaction of this Agreement and such instruments, documents or agreements as are reasonably necessary or desirable to terminate, discharge and remove of
record any documents constituting public notice of this Agreement and the security interests and assignment granted hereunder and shall deliver or cause to be delivered to such Pledgor all property (if any), including Monies, of such Pledgor
constituting Collateral then held by the Indenture Trustee. 
 Section 2.04 Pledgor Remains Liable. Notwithstanding
anything herein to the contrary, (a) each Pledgor shall remain liable under its Organizational Documents to the extent set forth therein and shall perform all of its respective duties and obligations thereunder to the same extent as if this
Agreement had not been executed; (b) the exercise by the Indenture Trustee of any of the rights hereunder shall not release any Pledgor from any of its duties or obligations under any of the Organizational Documents; and (c) the Indenture
Trustee shall not have any obligation or liability under any of the Organizational Documents by reason of this Agreement, nor shall the Indenture Trustee be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder; provided that, upon foreclosure of the Pledged Interests, the Indenture Trustee and any other transferee of the Collateral shall take the same subject to the
Organizational Documents. 
 ARTICLE III 
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR 

Section 3.01 Representations and Warranties. Each Pledgor makes the representations and warranties set forth below to the
Indenture Trustee: 
 (a) General Representations and Warranties. 

(i) No Consents. Except as required for perfection of the security interest in the Collateral as described in
Section 3.01(c), no permits, licenses, franchises, approvals, authorizations, qualifications or consents of, or registrations or filings with, governmental authorities are required in connection with the execution or delivery by such Pledgor
of, or the performance by such Pledgor of its obligations under, this Agreement, except such as have been obtained or made and are in full force and effect. 
 (ii) No Conflict. The execution and delivery of, and the performance by such Pledgor of its obligations under this Agreement do not and will not: (A) result in a breach or constitute a
violation of, conflict with, or constitute a default under, any of the Organizational Documents or the certificate of formation, the certificate of incorporations, the operating agreement or the bylaws of such Pledgor, (B) violate any law,
regulation, order or judgment of any governmental authority applicable to such 

  
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Pledgor, the Corporations or the LLCs, or (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contractual obligation to
which such Pledgor, any Corporation or LLC, is a party or by which such Pledgor, any Corporation or LLC, or any of its property is bound (except where such breach would not cause a Material Adverse Effect). 

(iii) No Material Litigation. To such Pledgor’s knowledge after due inquiry, there are no judgments
outstanding against such Pledgor, or affecting any of the Collateral or any property of such Pledgor, nor is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened
against such Pledgor, that could reasonably be expected to result in a Material Adverse Effect. 
 (b) Title
to Collateral. 
 (i) Such Pledgor is the sole owner of all of its Collateral, beneficially and of record,
free and clear of any Liens other than (A) Liens created under this Agreement and the other Transaction Documents, (B) Liens that will be discharged or released in connection with the closing of the sale of the Notes and the use of
proceeds therefrom or (C) Liens permitted to be incurred pursuant to the Transaction Documents. The Collateral is not subject to any option to purchase or similar rights of any kind. 

(ii) Such Pledgor has full power and authority to enter into this Agreement. 

(iii) There are no restrictions upon the voting rights connected with or relating to, or upon the transfer of, the Pledged
Interests other than as arising pursuant to this Agreement and the other Transaction Documents. 
 (iv) Such
Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer its Pledged Interests free of any Liens other than (A) Liens created under this Agreement and the other Transaction Documents, (B) Liens that will
be discharged or released in connection with the closing of the sale of the Notes and the use of proceeds therefrom or (C) Liens permitted to be incurred pursuant to the Transaction Documents. 

(c) Perfection. 
 (i) Upon (x) the execution and delivery of this Agreement, (y) the receipt by the Indenture Trustee of the certificates representing the Collateral and the instruments of transfer relating
thereto, and (z) the filing of UCC financing statements by such Pledgor naming such Pledgor as the debtor and the Indenture Trustee as the secured party in the office of the Secretary of State of such Pledgor’s state of formation or
incorporation, the Indenture Trustee will have a valid, perfected, continuing, first-priority security interest in or lien on, respectively, the Collateral, perfected by either delivery or filing a financing statement under the UCC, as the case may
be. 

  
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 (ii) All instruments of transfer referred to in Sections 2.01(a) and 2.02
are duly executed and give the Indenture Trustee the authority they purport to confer. 
 (iii) The grant and
perfection of the security interests in the Pledged Interests and other Collateral for the benefit of the Indenture Trustee, in accordance with the terms hereof are not made in violation of the registration requirements of the Securities Act of 1933
(the “Securities Act”), any applicable provisions of other federal securities laws, state securities or “Blue Sky” laws, foreign securities law, or applicable general corporation law or any other applicable law.

 (d) Correct name, identification number, jurisdiction and location. The true and correct legal name,
organizational identification number, state of formation or incorporation of each Pledgor and the sole chief executive office each Pledgor is set forth on Schedule 2. 
 Section 3.02 Covenants. Each Pledgor covenants and agrees with the Indenture Trustee as set forth below: 

(a) Defense of Title. Such Pledgor shall defend its title to the Collateral against all claims of all Persons
whomsoever, except with respect to Liens created hereby or under the other Transaction Documents or such Liens as are permitted by this Agreement or the other Transaction Documents. 

(b) Additional Liens. Such Pledgor shall not permit any Lien (except such Liens as are otherwise permitted by the
Transaction Documents) to be created or exist with respect to the Collateral. 
 (c) Change in name,
identification number, jurisdiction or location. Such Pledgor shall not relocate its chief executive office to a new location, nor change its legal name, jurisdiction of formation or its organizational identification number without giving the
Indenture Trustee 10 days’ prior notice (or such shorter period of time as may be agreed to by the Indenture Trustee). 
 (d) Payment of Taxes. Such Pledgor shall pay, and save the Indenture Trustee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, all stamp, excise, sale
or other taxes which may be due and payable or determined to be due and payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement (excluding the Indenture Trustee’s income or
franchise taxes). 
 (e) Certificated LLC Interests. If such Pledgor owns any LLC Interests, such Pledgor
shall not vote to amend any Pledged Subsidiary’s applicable Operating Agreement to allow the applicable LLC to issue certificated LLC Interests that expressly provide that such LLC Interests are securities governed by Article 8 of the UCC.
Notwithstanding the foregoing sentence, if any certificates are issued to evidence any LLC Interest, the applicable Pledgor agrees to deliver such certificates in accordance with Section 2.02. 

  
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 (f) Deliveries. Such Pledgor agrees to execute and deliver to each of
its Pledged Subsidiaries that is a limited liability company a control acknowledgment (“Control Acknowledgment”) substantially in the form of Exhibit B hereto. Such Pledgor shall cause each such Pledged Subsidiary to acknowledge in
writing its receipt and acceptance thereof. Such Control Acknowledgment shall instruct such Pledged Subsidiary to follow instructions from the Indenture Trustee without such Pledgor’s consultation or consent after the occurrence and during the
continuance of an Event of Default. 
 (g) Amendments to Organizational Documents. Such Pledgor shall not
agree to amend, modify or supplement any Organizational Document if such amendment, modification or supplement could reasonably be expected to materially and adversely affect the validity of the Liens created under this Agreement or the ability of
the Noteholders or the Indenture Trustee, on behalf of the Noteholders, to exercise their rights and remedies with respect to such Liens on the Collateral in accordance with this Agreement. 

Section 3.03 Protection of Collateral. Each Pledgor covenants and agrees with the Indenture Trustee that such Pledgor will
not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any Lien on such Collateral other than as permitted by the Transaction Documents, and if such Pledgor fails to do so,
the Indenture Trustee may, without waiving or releasing any obligation or liability of such Pledgor hereunder or any Event of Default, at any time thereafter (but shall be under no obligation to), make such payment or any part thereof, obtain such
discharge or otherwise defend such Pledgor’s title to Collateral. All sums so paid by the Indenture Trustee and any reasonable expenses incurred by the Indenture Trustee in connection therewith, including reasonable attorneys’ fees, court
costs, expenses and other charges relating thereto, shall be payable, by such Pledgor to the Indenture Trustee within five (5) Business Days after written notice therefor is given by the Indenture Trustee to such Pledgor, and shall be deemed
additional Obligations secured by the Collateral. 
 Section 3.04 Sale or Pledge of Related Collateral. Each Pledgor
covenants and agrees with the Indenture Trustee that such Pledgor shall not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber, directly or indirectly, whether by operation of law or otherwise (except to the
extent permitted by this Agreement or the other Transaction Documents), any of the Collateral or any interest therein. 

Section 3.05 Further Assurance, Preservation and Perfection of Security Interest. Each Pledgor covenants and agrees with the
Indenture Trustee that: 
 (a) At its own expense, such Pledgor shall do all such acts, and shall execute and
deliver to the Indenture Trustee all such certificates, instruments and other documents and shall do and perform or cause to be done all matters and such other things necessary or advisable to be done as the Indenture Trustee may reasonably request
from time to time in order to give full effect to this Agreement, and for the purpose of effectively perfecting, maintaining and preserving the Indenture Trustee’s security interest and the benefits intended to


  
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be granted to the Indenture Trustee hereunder. To the extent permitted by applicable law, such Pledgor hereby authorizes the Indenture Trustee, during the term of this Agreement, to file, in the
name of such Pledgor or otherwise, UCC financing statements, including continuation statements, which the Indenture Trustee in its reasonable discretion may deem necessary or appropriate for the purpose specified above. 

(b) If such Pledgor fails to perform any act required by this Agreement, the Indenture Trustee may, but shall not be
obligated to, perform or cause the performance of such act, and the reasonable expenses of the Indenture Trustee incurred in connection therewith shall be governed by Section 5.07 hereof. 

Section 3.06 Rights of Pledgor. Each Pledgor covenants and agrees with the Indenture Trustee that, unless an Event of Default
(or, with respect to clause (b) below, a Specified Event of Default) shall have occurred and be continuing, notwithstanding anything herein to the contrary, such Pledgor shall be entitled to (a) exercise any and all voting and other
consensual rights and powers pertaining to the related Pledged Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the other Transaction Documents; provided that such rights and powers shall not
be exercised in any manner that could reasonably be expected to materially and adversely affect the validity of the Liens created under this Agreement or the ability of the Noteholders or the Indenture Trustee, on behalf of the Noteholders, to
exercise their rights and remedies with respect to such Liens on the Collateral in accordance with this Agreement, (b) receive and use, free and clear of any Lien created hereby or any security interest granted by such Pledgor to the Indenture
Trustee hereunder, for any purpose, any distributions actually made, and any allocations actually made, with respect to the Pledged Interests (whether as a distribution of net cash flow or otherwise), (c) retain its books and records (including
credit files, computer programs, printouts and other computer materials and records) pertaining to the Collateral and (d) all rights and benefits of a member, partner or shareholder, as applicable, in the related Pledged Subsidiary, subject to
the limitations set forth in this Agreement. 
 Section 3.07 Preservation of Related Collateral. Each Pledgor
covenants and agrees with the Indenture Trustee that such Pledgor shall perform or cause to be performed when due all of its obligations under and in respect of the Collateral. 

Section 3.08 Papers, Records and Files. Each Pledgor covenants and agrees with the Indenture Trustee that: 

(a) Maintenance. Such Pledgor shall acquire and shall assemble, maintain and preserve (in each case, in a manner
consistent with such Pledgor’s ordinary course of business) and have available material documents, records and files related to the Collateral, including all minute books and all material statements and other information delivered to such
Pledgor pursuant to the Organizational Documents. 
 (b) Pledgor to Hold Records for Indenture Trustee.
For so long as the Indenture Trustee has a security interest in any Collateral, such Pledgor will hold or cause to be held material documents, records and files related to such Collateral for the Indenture Trustee. 

(c) Indenture Trustee’s Rights of Inspection. Upon reasonable advance notice from the Indenture Trustee, and
during regular business hours, such Pledgor shall make material documents, records and files related to the Collateral available to the Indenture Trustee in order that the Indenture Trustee may examine any such documents, records and files, either
by its employees or by agents or contractors, or both, and make copies of all or any portion thereof. 

  
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 The representations and warranties set forth in this Article III shall survive the execution
and delivery of this Agreement, but, subject to Section 6.12 of this Agreement, shall terminate upon payment in full of the Obligations or the satisfaction and discharge or defeasance of the Indenture. 

ARTICLE IV 

NEGATIVE PLEDGE AGREEMENT 
 Section 4.01 Negative Covenants. Each Pledgor covenants and agrees that until such time as all Obligations shall have been paid and performed in full, or the Indenture shall have been
satisfied and discharged or defeased in accordance with its terms, such Pledgor will not, without the written consent of the Indenture Trustee or except as permitted by the Indenture: 

(i) sell, assign, pledge, grant any Lien on, other than Liens permitted under the Transaction Documents, transfer, dispose
of or otherwise encumber the Collateral or any part thereof, including, without limitation, entering into any lock-up or any other arrangement with respect to the Collateral; or 

(ii) vote to enable, or take any other action to permit, or fail to take any available action to prevent, the Corporations
or the LLCs to issue any shares of the Corporations or limited liability company membership interests of the LLCs, as applicable, or to issue any other securities convertible into or granting the right to purchase or exchange for any shares of the
Corporations or limited liability company memberships interests of the LLCs, as applicable. 
 ARTICLE V 

INDENTURE TRUSTEE RIGHTS AND REMEDIES 
 Section 5.01 Remedies. (a) Should any Event of Default (or, with respect to clause (v), a Specified Event of Default) occur and be continuing, the Indenture Trustee is hereby authorized
and empowered, at its election, to do any of the following without liability (except to the extent liability results from the gross negligence or willful misconduct of the Indenture Trustee) except to account for money and other property actually
received by it, but the Indenture Trustee shall have no duty to exercise any such right, privilege or options and shall not be responsible for any failure to so or delay in so doing: 

(i) to transfer and register in its or its nominee’s name the whole or any part of the Collateral, including by means
of the completion of the instruments of transfer referred to in Sections 2.01, 2.02 or 3.02(f); 

  
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 (ii) to exercise all voting rights with respect to the Collateral;

 (iii) to demand, sue for, collect, receive and give acquittance for any and all cash distributions (including
distributions to which any Pledgor would otherwise be entitled pursuant to Section 3.06 of this Agreement) or Monies due or to become due upon or by virtue thereof, and to settle, prosecute or defend any action or proceeding with respect
thereto; 
 (iv) to sell in one or more sales (public or private) the whole or any part of the Collateral or
otherwise to transfer or assign the same, in each case, however, to the extent permitted and in the manner provided in the UCC; 
 (v) to receive and retain all distributions on the Collateral; 

(vi) to otherwise enforce and act with respect to the Collateral or the Proceeds as though the Indenture Trustee were the
outright owner thereof; 
 (vii) to exercise all other rights and remedies available under law or in equity; and

 (viii) upon the exercise by the Indenture Trustee of any right, privilege or option pertaining to the Pledged
Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine.
The Indenture Trustee is hereby granted a power of attorney to effect the aforesaid registration in the name of the Indenture Trustee or its nominee of the Pledged Interests. 
 Notwithstanding anything herein to the contrary, unless a Specified Event of Default has occurred and is continuing, the Indenture Trustee shall not, and is not authorized and empowered to, take any
action or exercise any right, privilege, remedy or option pursuant to this Section 5.01 or otherwise that would impede, interfere with or otherwise restrict or prevent any Pledgor from receiving or using, free and clear of any Lien created
hereby or any security interest granted by such Pledgor to the Indenture Trustee hereunder, for any purpose, any distributions actually made, and any allocations actually made, with respect to the Pledged Interests (whether as a distribution of net
cash flow or otherwise). 
 (b) In the event of any disposition of the Collateral as provided in
Section 5.01(a)(iv), the Indenture Trustee shall give to the Pledgors at least ten (10) Business Days prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale (to the
extent permitted by applicable law) or any other intended disposition is to be made, unless a longer period is required by applicable law. The Pledgors hereby acknowledge that ten (10) Business Days prior written notice of such sale or sales
shall 

  
 12 









 
be reasonable notice. Except as otherwise provided in the Transaction Documents or the UCC, the Indenture Trustee may enforce its rights hereunder without any other notice and without compliance
with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgors, to the fullest extent permitted by law). The Indenture Trustee may buy any part or all of the
Collateral at any public sale conducted in accordance with the UCC and as set forth herein. 
 (c) The Pledgors
recognize that the Indenture Trustee may be unable to effect a public sale of the Collateral, or any part thereof by reason of certain prohibitions contained in the Securities Act, and other applicable laws, but may be compelled to resort to one or
more private sales thereof (to the extent permitted by applicable law) to a restricted group of purchasers and may otherwise be required to impose additional limitations on sales as a result thereof. The Pledgors agree that any such private sales
may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Each Pledgor agrees to use its
best efforts to cause the respective Corporations and the LLCs to execute and deliver all such instruments and documents and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Indenture
Trustee, advisable (i) to cause the Collateral, or any part thereof, to be exempt from registration under the provisions of the Securities Act, (ii) to amend such instruments and documents which, in the opinion of the Indenture Trustee,
are necessary or advisable to meet the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, and (iii) to make any sales of any portion or all of the Collateral pursuant
to this Section 5.01 valid and binding and in compliance with any and all applicable laws, provided that nothing herein shall require or imply that the Pledged Interests are to be registered under the Securities Act or other similar laws. Each
Pledgor further agrees to use its best efforts to cause the Corporations to comply with the provisions of the state securities or “Blue Sky” laws of any jurisdiction which the Indenture Trustee shall designate, to the extent that any such
laws apply under circumstances under which the Collateral is exempt from registration under the provisions of the Securities Act. 
 Section 5.02 Limitation on Duties Regarding Collateral. 

(a) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee shall have no duty as to any
Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Indenture Trustee shall not be
responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The
Indenture Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or
responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. 

  
 13 









 (b) The Indenture Trustee shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part
hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Indenture Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained
therein, for the validity of the title of the Pledgors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Indenture
Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement, the Operating Agreement or any other Organizational Documents or Transaction Documents by the Pledgors or the Pledged
Subsidiaries. 
 Section 5.03 Prejudgment Remedy Provision. After the occurrence and during the continuance of an
Event of Default, in the event of any legal action between a Pledgor and the Indenture Trustee hereunder, such Pledgor expressly waives, to the extent permitted by law, any and all rights such Pledgor may have under the law as now constituted or
hereafter amended that may constitute a limitation on prejudgment remedies, and the Indenture Trustee may invoke any prejudgment remedy available to it, including garnishment, attachment, foreign attachments and replevin, with respect to the
Collateral, to enforce the provisions of this Agreement. 
 Section 5.04 Application of Proceeds. Except as
otherwise provided herein or in the other Transaction Documents, the Indenture Trustee shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable out-of-pocket costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Indenture Trustee hereunder,
including, without limitation, reasonable attorney’s fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Indenture Trustee may elect, and only after such application and after the payment by the
Indenture Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need the Indenture Trustee account for the surplus, if any, to any Pledgor. 

Section 5.05 Non-Recourse. Except as otherwise provided in this Agreement or in any other of the Transaction Documents, no
recourse shall be had against the Pledgors or any incorporator, affiliate, shareholder, stockholder, member, officer, employee or director of the Pledgors by the enforcement of any assessment or by any legal or equitable proceeding, in respect of
any of the Obligations, it being expressly agreed and understood that the Obligations will be satisfied solely out of the Collateral and any other property in which the Pledgors have any right, title or interest and in respect of which the Pledgors
grant a security interest for the satisfaction of the Obligations under any Transaction Document. 
 Section 5.06
Appointment of Indenture Trustee as Pledgor’s Lawful Attorney. Each Pledgor irrevocably designates, makes, constitutes and appoints the Indenture Trustee (and all Persons designated by the Indenture Trustee) as its true and lawful proxy
and attorney-in-fact (coupled with an interest) upon the occurrence and continuance of an Event of Default to take the following actions: 
 (a) To Endorse Pledgor’s Name. At such time or times hereafter as the Indenture Trustee or its agent in its sole discretion may determine, in such Pledgor’s or the Indenture
Trustee’s name, to endorse such Pledgor’s name on any checks, notes, drafts, instruments, documents or any other payment relating to the Collateral or Proceeds which come into the possession of the Indenture Trustee or come under the
Indenture Trustee’s control; 

  
 14 









 (b) To Sign Pledgor’s Name to Perfection Documents. To the
extent permitted by law, to sign such Pledgor’s name on any documents (including authorizing the filing of financing statements and continuations thereof) necessary or desirable for the purpose of maintaining or achieving the perfection of a
security interest in the Collateral; and 
 (c) To Sign Pledgor’s Name on Other Documents. To the
extent permitted by law, to sign such Pledgor’s name to any document necessary or appropriate in order to permit the Indenture Trustee to fully exercise its rights under Section 5.01. 

Section 5.07 Reimbursement. All reasonable sums expended by the Indenture Trustee in connection with the exercise of any
right or remedy provided for herein shall be and shall remain the obligation of the Pledgors. At the option of the Indenture Trustee, all such reasonable sums may be paid from the Collateral or may be advanced by the Indenture Trustee, in which
event they shall be deemed to have been advanced to any Pledgor and shall be reimbursed by such Pledgor to the Indenture Trustee within five (5) Business Days after the Indenture Trustee’s written notice to such Pledgor therefor. Such sums
shall constitute part of the Obligations. 
 Section 5.08 Exoneration of Indenture Trustee; Certain Reimbursements.

 (a) Indenture Trustee’s Powers for Indenture Trustee’s Sole Benefit. The powers conferred on
the Indenture Trustee hereunder are solely for the Indenture Trustee’s benefit, and do not impose any duty on the Indenture Trustee to exercise any such powers. Each Pledgor waives, to the fullest extent permitted by law, all rights whatsoever
against the Indenture Trustee for any loss, expense, liability or damage suffered by such Pledgor as a result of actions taken pursuant to this Agreement, including those arising under any “mortgagee in possession” doctrine or the like,
except to the extent such losses, expenses, liabilities or damages result from the gross negligence or willful misconduct of the Indenture Trustee, or to the extent otherwise provided herein. 

(b) Pledgor to Reimburse Indenture Trustee for Collateral- Preservation Fees and Taxes. Without limiting the
application of Section 5.08(a), each Pledgor shall pay or reimburse the Indenture Trustee for all reasonable, out-of-pocket fees and taxes (but excluding any income or other similar tax imposed on the Indenture Trustee) in connection with
preserving the Collateral and the Indenture Trustee’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral, except to
the extent such fees and taxes result from the fraud, gross negligence or willful misconduct of the Indenture Trustee. Such fees and taxes will constitute part of the Obligations. 

  
 15 









 Section 5.09 Waiver of Redemption and Deficiency Rights. Each Pledgor hereby
waives, to the fullest extent permitted by law, every statute of limitation, any right of redemption, any moratorium or redemption period, and any right which such Pledgor may have to direct the order in which any of the Collateral shall be disposed
of in the event of any disposition thereof pursuant hereto, except as otherwise provided herein or in the other Transaction Documents. 
 Section 5.10 Incorporation of Rights under Indenture. In furtherance of, and not in limitation of, the rights of the Indenture Trustee hereunder, all of the rights, privileges, protections,
immunities and indemnities provided to the Indenture Trustee under the Indenture are hereby incorporated herein as if set forth herein in full. 
 ARTICLE VI 
 MISCELLANEOUS 

Section 6.01 Security Agreement. This Agreement is intended to be a security agreement pursuant to the UCC for any and all of
the Collateral purported to be covered by this Agreement, and, prior to the occurrence of and continuation of an Event of Default hereunder, any assignment of the Collateral by each Pledgor pursuant to this Agreement is an assignment for security
purposes only. 
 Section 6.02 Remedies Cumulative. The rights, remedies and benefits of the Indenture Trustee
herein specified are cumulative and not exclusive of any other rights, remedies or benefits which the Indenture Trustee may have under this Agreement or any other Transaction Documents, at law, in equity, by statute or otherwise. Without limiting
the generality of the foregoing, the Indenture Trustee shall have all rights and remedies of a secured party under Article 9 of the UCC in each applicable jurisdiction. 
 Section 6.03 Security Interest Absolute. All rights of the Indenture Trustee hereunder, the grant of a security interest in the Collateral and all obligations of the Pledgors hereunder, shall
be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Organizational Documents or Transaction Documents, (b) any change in time, manner or place of payment of, or in any other term of, all or any
of the Obligations, or any release, amendment or waiver of or any consent to any departure from the Transaction Documents, (c) any exchange, release or nonperfection of any other collateral, or any release, amendment or waiver of or consent to
or departure from any guarantee, for all or any of the Obligations, or (d) any other similar circumstance which might otherwise constitute a defense available to, or a discharge of, a Pledgor in respect of the Obligations or in respect of this
Agreement. 
 Section 6.04 No Delay; Waivers. No delay on the part of the Indenture Trustee in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. The Indenture Trustee shall not be
deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by the Indenture Trustee. 

  
 16 









 Section 6.05 Further Assurances. Each party to this Agreement shall execute such
assignments, endorsements and other instruments and documents and shall give such further assurances as shall be necessary to perform its obligations hereunder. 
 Section 6.06 Waivers and Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Article 9 of the
Indenture. 
 Section 6.07 Notices. All notices, consents, approvals and requests required or permitted hereunder
shall be given in writing and shall be delivered in accordance with Section 13.02 of the Indenture. 
 Section 6.08
Governing Law. This Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and intended to be performed in such State, without
giving effect to principles of conflicts of laws, and any applicable law of the United States of America. To the fullest extent permitted by law, each of the Pledgors and the Indenture Trustee hereby unconditionally and irrevocably waive any claim
to assert that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws.
Each party agrees that any legal suit, action or proceeding against any Pledgor and the Indenture Trustee arising out of or relating to this agreement shall be instituted in any federal or state court in New York, and each of the Pledgors and the
Indenture Trustee waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and each of the Pledgors and the Indenture Trustee hereby irrevocably submits to the jurisdiction of any such
court in any suit, action or proceeding. 
 Section 6.09 Waiver of Jury Trial. THE PLEDGORS AND THE INDENTURE
TRUSTEE TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING INCLUDING WITHOUT LIMITATION, ANY TORT ACTION BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT. 

Section 6.10 Binding Agreement; Assignments. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Each Pledgor shall not assign this Agreement or any interest herein or in the Collateral, or any part thereof, or any cash or property held by the Indenture Trustee as Collateral under
this Agreement, except (a) with the prior written consent of the Indenture Trustee, if applicable, or (b) as permitted under the Indenture. Any purported assignment in violation of this Section shall be null and void. 

Section 6.11 Additional Covenants of Pledgor. Each Pledgor covenants and agrees with the Indenture Trustee that, from and
after the date of this Agreement until the Obligations are paid and performed in full, or the Indenture is satisfied and discharged or defeased in accordance with its terms, such Pledgor shall use its best efforts in accordance with the
Organizational Documents of the Corporations and LLCs to cause such Corporations and LLCs (in such entities’ individual capacity or in their capacity as the managing member of any 

  
 17 









 
LLC) to take the actions and achieve the objectives listed in this Agreement (and such Pledgor agrees that such Pledgor will not take any action, or refuse to grant any consents, which would
interfere with or impede the ability of the Corporations or the LLCs to take such actions or achieve such objectives). 
 (a) [Reserved]. 
 (b) Further Assurances. Each of the
Pledgors, the Corporations and the LLCs shall, insofar as it is able at any time and from time to time, and at no cost or expense to the Indenture Trustee, promptly and duly execute and deliver such further instruments and documents and take such
further actions as the Indenture Trustee may reasonably request to carry out and obtain and preserve the full benefits of this Agreement and the other Transaction Documents and of the rights and powers granted herein and therein. 

Section 6.12 Restoration or Set Aside. If, for any reason, any portion of a Pledgor’s payments to the Indenture Trustee
pursuant to the Obligations is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and shall continue in full force and effect as if said
payment or payments had not been made (and such Pledgor’s obligations and liabilities to the Indenture Trustee under this Agreement shall be reinstated to such extent and this Agreement and any Collateral for this Agreement shall remain in full
force and effect (or shall be reinstated) to such extent), and the full amount the Indenture Trustee is required to repay, plus any and all reasonable costs and expenses (including (i) reasonable attorneys’ fees and expenses and
(ii) reasonable attorneys’ fees and expenses incurred pursuant to the Bankruptcy Code) paid by the Indenture Trustee in connection therewith, shall constitute additional Obligations. 

Section 6.13 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, then, to the extent
permitted by law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 6.14 Section Headings. Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting,
this Agreement. 
 Section 6.15 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or email (in PDF or similar format) shall be effective as a manually delivered
counterpart hereof. 
 Section 6.16 No Third Party Beneficiaries. This Agreement is entered into for the benefit of
the Indenture Trustee for the benefit of the Noteholders, and no third parties shall have any direct rights hereunder. 

Section 6.17 Entire Agreement. This Agreement, taken together with the other Transaction Documents, supersedes all prior
written agreements and understandings between the parties hereto with respect to the subject matter hereof, whether express or implied, written or oral. 

  
 18 









 Section 6.18 Additional Consents. By executing this Agreement, each of the
Pledgors and the Corporations shall, and each of the foregoing shall, insofar as it is able, cause the LLCs to, (a) consent to (i) the pledge by each Pledgor to the Indenture Trustee of the Pledged Interests, (ii)(x) the transfer of the
Pledged Interests and (y) the right to exercise all voting and management rights appurtenant or relating to that Pledged Interest in each case, by or in lieu of, foreclosure of the pledge (it being agreed that Indenture Trustee may, in its sole
discretion, foreclose solely on the voting or management rights in accordance with the terms of this Agreement) and (iii) upon the aforesaid transfer of the Pledged Interests, the change in control of the Corporations and the LLCs and
(b) acknowledges and agrees that the foreclosure of the Pledged Interests by the Indenture Trustee or other transfer of the Pledged Interests in lieu of foreclosure, shall not constitute an unpermitted transfer under any of the Organizational
Documents. 
 [Remainder of Page Left Intentionally Blank] 

  
 19 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

					
	PLEDGORS:
	
	 CC HOLDINGS GS V LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS III LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS V INC.,
 a Florida corporation

		
	By:	 	/s/ Jay Brown
		 	Name:	 	Jay Brown
		 	Title:	 	Senior Vice President, Chief
		 	Financial Officer and Treasurer
	
	INDENTURE TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	


 [Signature Page to Pledge and Security Agreement] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

					
	PLEDGORS:
	
	 CC HOLDINGS GS V LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS III LLC,
 a Delaware limited liability company

	 PINNACLE TOWERS V INC.,
 a Florida corporation

		
	By:	 	 
		 	Name:	 	Jay Brown
		 	Title:	 	SVP, CFO & Treasurer
	
	INDENTURE TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
		
	By:	 	/s/ L. Dillard
		 	Name:	 	L. Dillard
		 	Title:	 	Vice President


 [Pledge and Security Agreement Signature Page] 







 EXHIBIT A 
 STOCK POWER 
 FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to
                                         Shares
of Common Stock of                     , a
                     corporation, represented by Certificate No.     (the “Stock”), standing in the name of the
undersigned on the books of said corporation and does hereby irrevocably constitute and appoint
                                         as the
undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the Stock, and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute
one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. 
 Dated:                     

 

			
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT B 
 CONTROL ACKNOWLEDGMENT 
  

			
	PLEDGED SUBSIDIARY:	  	MEMBERSHIP INTEREST OWNER:
		
	[                              
                                      ]	  	[                              
                                      ]

 Reference is hereby made to that certain Pledge and Security Agreement, dated as of December 24,
2012 (the “Pledge Agreement”), among CC HOLDINGS GS V LLC, PINNACLE TOWERS LLC, PINNACLE TOWERS III LLC, PINNACLE TOWERS V INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as indenture trustee (the “Indenture
Trustee”).
[                                        ]
(“Pledgor”) is a member of
[                                        ], a
Delaware limited liability company (a “Pledged Subsidiary”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Pledge Agreement. 

Pledged Subsidiary is hereby instructed by Pledgor that all of Pledgor’s right, title and interest in and to all of Pledgor’s
rights in connection with any membership interests in Pledged Subsidiary now and hereafter owned by Pledgor are subject to a pledge and security interest in favor of the Indenture Trustee. Pledgor hereby instructs the Pledged Subsidiary to act upon
any instruction delivered to it by the Indenture Trustee with respect to the Collateral after the occurrence and during the continuance of an Event of Default (as defined in the Indenture) without seeking further instruction from Pledgor, and, by
its execution hereof, the Pledged Subsidiary agrees to do so. 
 Pledged Subsidiary, by its written acknowledgement and
acceptance hereof, hereby acknowledges receipt of a copy of the Pledge Agreement and agrees promptly to note on its books the security interest granted under the Pledge Agreement. Each Pledged Subsidiary also waives any rights or requirements at any
time hereafter to receive a copy of the Pledge Agreement in connection with the registration of any Collateral in the name of the Indenture Trustee or its nominee or the exercise of voting rights by the Indenture Trustee or its nominee in accordance
with the terms of the Pledge Agreement. 
 [The remainder of this page is intentionally blank.] 







 IN WITNESS WHEREOF, Pledgor has caused this Control Acknowledgment to be duly signed and
delivered by its officer duly authorized as of this      day of             , 2012. 

 

			
	PLEDGOR:
	
	[                            
            ]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged and accepted this      day of             , 2012
	
	[                            
            ]
		
	By:	 	  

		 	Name:
		 	Title:








 SCHEDULE 1 

Pledged Equity Interests 
  

									
	 Pledgor
	  	 Pledged Subsidiary
	  	 Certificate

No. (if

any)
	  	Percentage
of Equity
Interests
Subject to
Pledge	 
	 CC HOLDINGS GS V LLC
	  	GLOBAL SIGNAL ACQUISITIONS LLC	  	N/A	  	 	100	% 
	 CC HOLDINGS GS V LLC
	  	GLOBAL SIGNAL ACQUISITIONS II LLC	  	N/A	  	 	100	% 
	 CC HOLDINGS GS V LLC
	  	PINNACLE TOWERS LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	INTRACOASTAL CITY TOWERS LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	TOWER SYSTEMS LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	RADIO STATION WGLD LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	HIGH POINT MANAGEMENT CO. LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	ICB TOWERS, LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	AIRCOMM OF AVON, L.L.C.	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	INTERSTATE TOWER COMMUNICATIONS LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	TOWER TECHNOLOGY COMPANY OF JACKSONVILLE LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	PINNACLE TOWERS III LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS LLC
	  	COVERAGE PLUS ANTENNA SYSTEMS LLC	  	N/A	  	 	100	% 
	 PINNACLE TOWERS III LLC
	  	PINNACLE TOWERS V INC.	  	2	  	 	100	% 
	 PINNACLE TOWERS V INC.
	  	SHAFFER & ASSOCIATES, INC.	  	6	  	 	100	% 
	 PINNACLE TOWERS V INC.
	  	SIERRA TOWERS, INC.	  	11	  	 	100	% 








 SCHEDULE 2 

Pledgor Information 
  

							
	 Pledgor
	  	 Organizational

Identification

number
	  	 State of Formation

or Incorporation
	  	 Sole Chief Executive

Office

				
	CC HOLDINGS GS V LLC	  	4105765	  	Delaware	  	1220 Augusta Drive, Suite 500, Houston, Texas 77057
				
	PINNACLE TOWERS LLC	  	2499194	  	Delaware	  	1220 Augusta Drive, Suite 500, Houston, Texas 77057
				
	PINNACLE TOWERS III LLC	  	3785309	  	Delaware	  	1220 Augusta Drive, Suite 500, Houston, Texas 77057
				
	PINNACLE TOWERS V INC.	  	P00000083225	  	Florida	  	1220 Augusta Drive, Suite 500, Houston, Texas 77057








 Receipt of Pledged Stock Certificate 

In connection with that certain $500,000,000 aggregate principal amount of 2.381% Senior Secured Notes due 2018 and the $1,000,000,000 aggregate
principal amount of 3.849% Senior Secured Notes due 2023 offering, dated as of December 24, 2012 by Crown Castle GS Holdings V LLC and Crown Castle GS III Corp., the undersigned hereby acknowledges receipt, as of the date hereof, of the
following original certificates evidencing the equity interests described below: 
  

											
	 Pledgor
	  	 Issuer
	  	Certificate
Number	 	  	Number of
Shares/Percentage
Interest	 
	 Pinnacle Towers III LLC
	  	Pinnacle Towers V Inc.	  	 	2	  	  	 	2,000,000	  
	 Pinnacle Towers V INC.
	  	Shaffer & Associates, Inc.	  	 	6	  	  	 	500	  
	 Pinnacle Towers V INC.
	  	Sierra Towers, Inc.	  	 	11	  	  	 	10,000	  

 The above referenced certificates will initially be held at the following location and the representative set forth below
is the initial contact for the pledgors with respect to any questions relating to the certificates: 
  

					
		 	Address:	  	            The Bank of New York Mellon Trust
Company N.A.

		 		  	            [601 Travis St, 16th
floor]

		 		  	            [Houston, TX
77002]



					
		 	Representative:	  	 [Julie Hoffman-Ramos]

		 	Phone Number:	  	 [713-483-6563]


 The Bank of New York Mellon Trust Company N.A. 

 

			
	By:	 	 /s/ [Mauri J. Cohen]

	Name:	 	 [Mauri J. Cohen]

	Title:	 	 [Vice President]

	Date: