Common use of Disclosure of Tax Treatment Clause in Contracts

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blank] Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between us. Very truly yours, SPRINT CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed as of the date first above written CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx XxxXxxxxx Name: Xxxx XxxXxxxxx Title: Managing Director Acting on behalf of themselves and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Citigroup Global Markets Inc. $ 210,000,000 Xxxxxxx, Sachs & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 Barclays Capital Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 Total $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Other Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATION

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blank] Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between us. Very truly yours, SPRINT NEXTEL CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed as of the date first above written CITIGROUP GLOBAL MARKETS INC. BY: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx XxxXxxxxx Xxxxxxx Name: Xxxx XxxXxxxxx Xxxxxxx Title: Managing Director Acting on behalf of themselves and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated $ 456,000,000 Barclays Capital Inc. 364,800,000 Citigroup Global Markets Inc. $ 210,000,000 273,600,000 Deutsche Bank Securities Inc. 273,600,000 Xxxxxxx, Sachs & Co. 150,000,000 273,600,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 Barclays 273,600,000 Scotia Capital Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 136,800,000 Xxxxx Fargo Securities, LLC 136,800,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 68,400,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 Total 22,800,000 TOTAL $ 1,500,000,000 2,280,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 2,280,000,000 aggregate principal amount of 7.6256.000% Notes due 2025 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Other Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATION2022

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blankSignature Page Follows] Please confirm your agreement to that the foregoing by signing in correctly sets forth the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between usthe Company and the several Underwriters. Very truly yours, SPRINT CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONSPOPULAR, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Xxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed Senior Executive Vice President Confirmed as of the date first above written CITIGROUP GLOBAL MARKETS mentioned: UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director POPULAR SECURITIES, INC. By: /s/ Xxxx XxxXxxxxx Xxxxxxx Xxxxxxx Name: Xxxx XxxXxxxxx Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of themselves and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Number of Securities to be Purchased UBS Financial Services Incorporated of Puerto Rico 6,927,835 Popular Securities, Inc. 6,927,835 Citigroup Global Markets Markets, Inc. $ 210,000,000 Xxxxxxx1,979,381 X. Xxxxx & Co., Sachs & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch164,948 Total 16,000,000 EXECUTION COPY SCHEDULE II Title of Securities: 8.25% Non-cumulative Monthly Income Preferred Stock, PierceSeries B Number of Securities: 16,000,000 shares Initial Public Offering Price: $25 per share Purchase Price by Underwriters: $24.196875 per share Underwriters’ Compensation: $12,850,000 Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: May 28, 2008 Closing Location: Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP 000 Xxxxx Incorporated 150,000,000 Barclays Capital Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA)Xxxxxx Avenue, Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital MarketsSuite 1901 San Xxxx, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 Total $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III PR 00918 Issuer Free Writing Prospectuses See Schedule IV. Other not included in the Pricing Disclosure Package: None Issuer Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATIONincluded in the Pricing Disclosure Package:

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blank] Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between us. Very truly yours, SPRINT NEXTEL CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed as of the date first above written CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx XxxXxxxxx Xxxxxxx Name: Xxxx XxxXxxxxx Xxxxxxx Title: Managing Executive Director Acting on behalf of themselves and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Citigroup Global Markets Inc. $ 210,000,000 Xxxxxxx, Sachs & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 $ 300,000,000 Deutsche Bank Securities Inc. 240,000,000 Barclays Capital Inc. 180,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 Barclays 180,000,000 Citigroup Global Markets Inc. 180,000,000 Xxxxxxx, Sachs & Co. 180,000,000 Scotia Capital Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 90,000,000 Xxxxx Fargo Securities, LLC 90,000,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 45,000,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 Total 15,000,000 TOTAL $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 1.5 billion aggregate principal amount of 7.6257.000% Notes due 2025 2020 Indenture Indenture, dated September 11November 20, 20132006, between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Other Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATIONN.A.

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters Underwriters, imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blankTHE NEXT PAGE IS THE SIGNATURE PAGE] Please confirm your agreement to Convertible Preferred Stock Underwriting Agreement If the foregoing by signing is in the space provided below for that purpose accordance with your understanding of our agreement, please sign and returning return to us a copy hereof four counterparts hereof, whereupon this Agreement letter and your acceptance shall constitute represent a binding agreement between usthe Company and the Underwriters. Very truly yours, SPRINT CORPORATION HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxx Bxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx Bxxx X. Xxxxxxxxx Xxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed Senior Vice President Accepted as of the date first above written CITIGROUP GLOBAL MARKETS INC. hereof: Mxxxxx Sxxxxxx & Co. Incorporated By: /s/ Xxxx XxxXxxxxx Serkan Savasoglu Name: Xxxx XxxXxxxxx Serkan Savasoglu Title: Managing Executive Director Acting on behalf Lxxxxx Brothers Inc. By: /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President Convertible Preferred Stock Underwriting Agreement SCHEDULE I Title of themselves and as Securities: 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, $1,000 liquidation preference per share of Huntington Bancshares Incorporated (the Representative “Convertible Preferred Stock”) Number of Firm Securities: 500,000 Number of Optional Securities: 75,000 Initial Public Offering Price: $1,000 per share of Convertible Preferred Stock Purchase Price by Underwriters: $970 per share of Convertible Preferred Stock Underwriters’ Compensation: $30 per share of Convertible Preferred Stock Specified Funds for Payment of Purchase Price: Immediately available funds by wire First Time of Delivery: April 22, 2008; 10 A.M. (Eastern time) Closing Location: Sxxxxxxx & Cxxxxxxx LLP 100 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: For Mxxxxx Sxxxxxx: Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Convertible Preferred Stock Underwriting Agreement Nxx Xxxx, XX 00000 Attn: Telex: Facsimile: For Lxxxxx Brothers: Underwriter Contact Information: Lxxxxx Brothers Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Syndicate Registration Fax: 600-000-0000 Indemnification Contact: Director of Litigation, Office of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Citigroup Global Markets General Counsel Lxxxxx Brothers Inc. $ 210,000,000 Xxxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Sachs 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: 200-000-0000 Underwriters: Number of Underwriter Shares Mxxxxx Sxxxxxx & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 Barclays Capital 257,500 Lxxxxx Brothers Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC 207,500 Wachovia Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America16,650 The Huntington Investment Company 10,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 8,350 Total $ 1,500,000,000 500,000 Convertible Preferred Stock Underwriting Agreement SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Other Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATIONII

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blank] Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between us. Very truly yours, SPRINT CORPORATION By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer Vice President and Treasurer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer Vice President and Treasurer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed as of the date first above written CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx XxxXxxxxx Xxxxxx Xxxxxx Name: Xxxx XxxXxxxxx Xxxxxx Xxxxxx Title: Managing Director Vice President Acting on behalf of themselves itself and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount X.X. Xxxxxx Securities LLC $ 412,500,000 Xxxxxxx Xxxxx & Co. LLC $ 412,500,000 Deutsche Bank Securities Inc. $ 170,250,000 Mizuho Securities USA LLC $ 170,250,000 Citigroup Global Markets Inc. $ 210,000,000 Xxxxxxx, Sachs & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 130,500,000 Barclays Capital Inc. 88,500,000 $ 102,000,000 Credit Agricole Securities (USA) Inc. 88,500,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 $ 102,000,000 Total $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 2026 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Fifth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Other Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATION