Common use of Organization; Authorization Clause in Contracts

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.

Organization; Authorization. (a) Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is or will be a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. The affirmative (in person or by proxy) vote of the holders of a majority of the outstanding voting power of Clearwire A Common Stock and Clearwire Class B Common Stock, voting together as a single class, voting to approve this Agreement and the Transactions contemplated hereby is the only vote of the holders of Clearwire Capital Stock necessary in connection with the consummation of the Transactions contemplated by this Agreement (the “Clearwire Stockholder Approval”). The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint Clearwire or any Subsidiary of Sprint Clearwire is or will be a party, and the performance by Sprint or such Subsidiary Clearwire and each of its respective Subsidiaries of its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions actions, except for the Clearwire Stockholder Approval, on the part of Sprint or such SubsidiaryClearwire and each of its Subsidiaries. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint Clearwire will be a party at Closing will be, duly executed and delivered by Sprint or Clearwire and such Subsidiary, Subsidiary and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or Clearwire and such Subsidiary, as the case may be, enforceable against it or and such Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally (the “Bankruptcy Exception”). Clearwire has furnished or made available to Sprint and the Investors true and complete copies of its and of each of its material Subsidiary’s organizational documents, each as amended to date. Those organizational documents are in full force and effect, and neither Clearwire nor any Subsidiary of Clearwire is in violation of any provision of its respective organizational documents, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect. (b) Each At a meeting duly called and held on May 5, 2008, Clearwire’s board of directors, by the affirmative vote of all directors voting at the meeting, (i) declared that this Agreement and the Transactions contemplated by it, including the Merger, are advisable and in the best interests of Clearwire and Clearwire’s stockholders, (ii) approved and adopted this Agreement and the Transactions contemplated by it, including the Merger, and (iii) resolved to recommend acceptance, approval and adoption of this Agreement and the Merger by Clearwire’s stockholders. (c) Xxxxxx Xxxxxxx & Co. Incorporated (the “Independent Advisor”) has delivered to Clearwire’s board of directors its written opinion, dated the Execution Date, that, as of the Transfer Entities is, or Execution Date and based on the Closing Date assumptions, qualifications and limitations contained in that written opinion, the consideration to be received by holders of Clearwire Class A Common Stock as a result of the Merger is fair to such Clearwire stockholders from a financial point of view. A complete copy of such opinion will bebe made available solely for information purposes to Sprint and each Investor as soon as practicable after the Execution Date. (d) As of Closing, each of NewCo, NewCo LLC and Clearwire Sub LLC will be a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its formation or incorporation and will have all limited liability company or formation. Each of the Transfer Entities is duly qualified corporate power and all Governmental Licenses required to do business carry on its business, as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualificationthen being conducted, except where for those Governmental Licenses the failure to so qualify absence of which would not reasonably be expected to result result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Each of the Transfer Entities hasNewCo, NewCo LLC and Sprint Clearwire Sub LLC on the Closing Date will have, have all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately Immediately prior to the Closing, Sprint Sub LLC. The Capital Stock each of the Transfer Entities isNewCo, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub NewCo LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Clearwire Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo NewCo, NewCo LLC and Sprint Clearwire Sub LLC will shall not have engaged in any activities and will shall not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions. (e) Each of NewCo, NewCo LLC and Clearwire Sub LLC is not, and after giving effect to the Transactions and the transactions contemplated by the Ancillary Agreements, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Each Seller is duly organized, validly existing and and, to the extent applicable, in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exceptionorganization. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company Transferred Entity is duly organized, organized and validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualificationand, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities areextent applicable, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation organization and will have all limited liability company has the requisite corporate or similar power and all Governmental Licenses required authority to own its properties and assets and to carry on its business as then it is now being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing Each Transferred Entity is duly qualified to do transact business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership nature of assets property owned or leased by it or the nature conduct of the activities conducted by its business requires it requires such qualificationto be so qualified, except where the failure to be so duly qualified to transact business, or to have such power and in good standingauthority, would not reasonably be expected to resultnot, individually or in the aggregate, in have or reasonably be expected to have a Sprint Material Adverse Effect. Since Section 3.1(b) of the Sellers Disclosure Letter sets forth a complete and accurate list of the jurisdiction of incorporation or organization of each Transferred Entity and all jurisdictions in which each Transferred Entity is duly qualified to transact business. (c) Except as set forth in Section 3.1(c) of the Sellers Disclosure Letter, each Seller (i) has the requisite corporate or similar right, authority and power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale, assignment and transfer of the Transferred Interests and (ii) will have, on or before the date of signing each Ancillary Agreement to which it will be a party, the requisite corporate or similar right, authority and power to execute and deliver the Ancillary Agreements to which it will be a party and to perform its formationobligations thereunder and to consummate the transactions contemplated thereby. The execution, each delivery and performance of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactionsconsummation of the transactions contemplated herein have been duly and validly authorized by all corporate or similar action in respect thereof on the part of each Seller. The execution, delivery and performance of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated therein will, at the time of signing of such Ancillary Agreement, have been duly and validly authorized by all corporate or similar action in respect thereof on the part of each Seller. (d) This Agreement has been, and each of the Ancillary Agreements to which each Seller is a party will be, on or prior to the date of signing such Ancillary Agreement, duly and validly executed and delivered by each Seller, and, assuming the due authorization and execution of this Agreement by Purchasers, this Agreement constitutes, and, assuming the due authorization and execution of the other parties to each Ancillary Agreement, each Ancillary Agreement will constitute, the legal and binding obligation of each Seller, enforceable against each Seller in accordance with its terms: (i) except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) except insofar as the availability of equitable remedies may be limited by applicable Law (the preceding clauses (i) and (ii) are referred to herein collectively as the “Enforceability Exceptions”). (e) Except as set forth in Section 3.1(e) of the Sellers Disclosure Letter, neither the execution, delivery and performance of this Agreement and the Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, including the Reorganization, will (i) conflict with or violate any provision of any Governing Documents of Sellers or the Transferred Entities, (ii) constitute or result in a default under, violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any of the Transferred Interests, or any Lien on any asset of the Transferred Entities, any material Contract, instrument, order, arbitration award, judgment or decree to which any Transferred Entity or Seller is a party or by which any of them is bound, or (iii) violate or conflict with any Law or other restriction of any kind or character to which any Seller or Transferred Entity is subject, that, in the case of clauses (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Each Seller is duly organized, validly existing and and, to the extent applicable, in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exceptionorganization. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company Transferred Entity is duly organized, organized and validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualificationand, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities areextent applicable, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation organization and will have all limited liability company has the requisite corporate or similar power and all Governmental Licenses required authority to own its properties and assets and to carry on its business as then it is now being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing Each Transferred Entity is duly qualified to do transact business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership nature of assets property owned or leased by it or the nature conduct of the activities conducted by its business requires it requires such qualificationto be so qualified, except where the failure to be so duly qualified to transact business, or to have such power and in good standingauthority, would not reasonably be expected to resultnot, individually or in the aggregate, in have or reasonably be expected to have a Sprint Material Adverse Effect. Since Section 3.1(b) of the Sellers Disclosure Letter sets forth a complete and accurate list of the jurisdiction of incorporation or organization of each Transferred Entity and all jurisdictions in which each Transferred Entity is duly qualified to transact business. (c) Except as set forth in Section3.1(c) of the Sellers Disclosure Letter, each Seller (i) has the requisite corporate or similar right, authority and power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale, assignment and transfer of the Transferred Interests and (ii) will have, on or before the date of signing each Ancillary Agreement to which it will be a party, the requisite corporate or similar right, authority and power to execute and deliver the Ancillary Agreements to which it will be a party and to perform its formationobligations thereunder and to consummate the transactions contemplated thereby. The execution, each delivery and performance of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactionsconsummation of the transactions contemplated herein have been duly and validly authorized by all corporate or similar action in respect thereof on the part of each Seller. The execution, delivery and performance of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated therein will, at the time of signing of such Ancillary Agreement, have been duly and validly authorized by all corporate or similar action in respect thereof on the part of each Seller. (d) This Agreement has been, and each of the Ancillary Agreements to which each Seller is a party will be, on or prior to the date of signing such Ancillary Agreement, duly and validly executed and delivered by each Seller, and, assuming the due authorization and execution of this Agreement by Purchasers, this Agreement constitutes, and, assuming the due authorization and execution of the other parties to each Ancillary Agreement, each Ancillary Agreement will constitute, the legal and binding obligation of each Seller, enforceable against each Seller in accordance with its terms: (i) except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) except insofar as the availability of equitable remedies may be limited by applicable Law (the preceding clauses (i) and (ii) are referred to herein collectively as the “Enforceability Exceptions”). (e) Except as set forth in Section 3.1(e) of the Sellers Disclosure Letter, neither the execution, delivery and performance of this Agreement and the Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, including the Reorganization, will (i) conflict with or violate any provision of any Governing Documents of Sellers or the Transferred Entities, (ii) constitute or result in a default under, violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any of the Transferred Interests, or any Lien on any asset of the Transferred Entities, any material Contract, instrument, order, arbitration award, judgment or decree to which any Transferred Entity or Seller is a party or by which any of them is bound, or (iii) violate or conflict with any Law or other restriction of any kind or character to which any Seller or Transferred Entity is subject, that, in the case of clauses (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that The Company is or will be a party to an Ancillary Agreement is corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction The Commonwealth of formation Massachusetts, and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement own, lease and each Ancillary Agreement to which it is a party operate its properties and assets and to perform carry on the obligations to be performed by it under this Agreement and each such Ancillary AgreementBusiness as now being conducted. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement The Company is duly qualified or licensed and in good standing to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of property or assets owned, leased or operated by it the Company or the nature of the activities Business conducted by it requires the Company makes such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualificationqualification necessary, except where the failure to be so duly qualified or licensed and in good standing, standing would not reasonably be expected to result, individually or in the aggregate, in aggregate have a Sprint Material Adverse Effect. Since Schedule 2.1 attached hereto sets forth a list of all jurisdictions where the Company is qualified to do business. The Company has made available to Buyer complete and correct copies of the Articles of Organization and by-laws of the Company, each as amended and as currently in effect, and no amendments have been made thereto or have been authorized since the date thereof. The corporate minutes of its formationthe Company from and after January 1, each 2010 have been made available to Buyer and are complete and correct in all material respects as of Sprint HoldCo LLC the date hereof. (b) The Company has the requisite power and Sprint Sub LLC will not have engaged in any activities authority to execute and will not have any Liabilities other than in connection with, or as contemplated by, deliver this Agreement and the TransactionsTransaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. No other proceedings or action on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, and when each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company, such Transaction Document will constitute a valid and binding obligation of the Company enforceable against it in accordance with its terms, in each case except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

Organization; Authorization. (a) Sprint Each of Parent and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Merger Sub is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, formation or organization, as applicable, and has all necessary corporate, limited liability company or similar powers other power and all Governmental Licenses required authority, as the case may be, to carry on its business as now presently conducted, except for those Governmental Licenses and to own and lease the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint assets and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to properties which it is a party owns and to perform the obligations to be performed by it under this Agreement leases. Each of Parent and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Merger Sub is duly qualified to do business as a foreign entity and is in good standing under the Laws of (if applicable) in each state or other jurisdiction in which the its ownership or leasing of assets by it or properties or the nature of the its activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to resultbe materially adverse to Parent and Merger Sub, individually or in the aggregatetaken as a whole. Each of Parent and Merger Sub has all requisite right, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC power and Sprint Sub LLC will not have engaged in any activities authority to execute and will not have any Liabilities other than in connection with, or as contemplated by, deliver this Agreement and the Transactionsother Transaction Documents to which it is, or is specified to be, a party (collectively, the “Parent Transaction Documents”), to perform its obligations hereunder and thereunder, and to consummate the Transactions and the transactions contemplated by the Transaction Documents. All necessary corporate and shareholder or stockholder action has been taken by each of Parent and Merger Sub to authorize the execution, delivery and performance by it of this Agreement and each other Parent Transaction Document. Each of Parent and Merger Sub has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Parent Transaction Document. This Agreement is, and each other Parent Transaction Document, when duly executed and delivered at or prior to the Closing by Parent and/or Merger Sub, as the case may be, will be, the legal, valid and binding obligation of Parent and/or Merger Sub, as the case may be, enforceable against Parent and/or Merger Sub, as the case may be, in accordance with its respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that Such Stockholder, if --------------------------- it is or will be a party to an Ancillary Agreement corporation, is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formation incorporation and has all corporate, limited liability company or similar powers the requisite power and authority and all Governmental Licenses required necessary governmental approvals to own, lease and operate its properties and to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualificationnow being conducted, except where the failure to be so qualify organized, existing or in good standing or to have such power, authority and governmental approvals would not reasonably be expected to result, individually prevent or delay the performance in the aggregate, in a Sprint Material Adverse Effectany material respect by such Stockholder of its obligations under this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary consummation of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, transactions contemplated hereby have been duly authorized by all necessary actions corporate action on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exceptioneach Stockholder. (b) Each of the Transfer Entities isSuch Stockholder, or on the Closing Date will be, if it is a limited liability company partnership, (i) is a limited partnership duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction organization, (ii) has all requisite partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and (iii) the execution and delivery of incorporation or formation. Each this Agreement and the consummation of the Transfer Entities is transactions contemplated hereby have been duly qualified authorized by all necessary action on the part of such Stockholder, except, with respect to do business as a foreign entity clauses (i) and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification(ii) above, except where the failure to be so qualify would not reasonably be expected organized, existing or in good standing or to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite have such power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed would not prevent or delay in any material respect performance by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision Stockholder of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effectobligations under this Agreement. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer EntitiesSuch Stockholder, and immediately prior to the Closingif it is a trust, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC (i) is duly formed as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo a trust under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation and will have its trust agreement is valid and in full force and effect, (ii) has all limited liability company requisite power and all Governmental Licenses required authority under its trust instruments to carry on its business as then being conducted, except for those Governmental Licenses execute and deliver this Agreement and to consummate the absence transactions contemplated hereby and (iii) the execution and delivery of which would not be reasonably expected to result, individually or in this Agreement and the aggregate, in a Sprint Material Adverse Effect. As consummation of the Closingtransactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder, each of Sprint HoldCo LLC except, with respect to clauses (i) and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification(ii) above, except where the failure to be so qualified formed or to have such power and in good standing, authority would not reasonably be expected to result, individually prevent or delay in the aggregate, in a Sprint Material Adverse Effect. Since the date any material respect performance by such Stockholder of its formationobligations under this Agreement. (d) Such Stockholder, each of Sprint HoldCo LLC if it is an individual, has all legal capacity to execute and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. (e) This Agreement has been duly executed and delivered by or on behalf of each Stockholder and, assuming its due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that Such Stockholder, if it is or will be a party to an Ancillary Agreement corporation, is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formation incorporation and has all corporate, limited liability company or similar powers the requisite power and authority and all Governmental Licenses required necessary governmental approvals to own, lease and operate its properties and to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualificationnow being conducted, except where the failure to be so qualify organized, existing or in good standing or to have such power, authority and governmental approvals would not reasonably be expected to result, individually prevent or delay the performance in the aggregate, in a Sprint Material Adverse Effectany material respect by such Stockholder of its obligations under this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary consummation of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, transactions contemplated hereby have been duly authorized by all necessary actions corporate action on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exceptioneach Stockholder. (b) Each of the Transfer Entities isSuch Stockholder, or on the Closing Date will be, if it is a limited liability company partnership, (i) is a limited partnership duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction organization, (ii) has all requisite partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and (iii) the execution and delivery of incorporation or formation. Each this Agreement and the consummation of the Transfer Entities is transactions contemplated hereby have been duly qualified authorized by all necessary action on the part of such Stockholder, except, with respect to do business as a foreign entity clauses (i) and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification(ii) above, except where the failure to be so qualify would not reasonably be expected organized, existing or in good standing or to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite have such power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed would not prevent or delay in any material respect performance by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision Stockholder of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effectobligations under this Agreement. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer EntitiesSuch Stockholder, and immediately prior to the Closingif it is a trust, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC (i) is duly formed as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo a trust under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation and will have its trust agreement is valid and in full force and effect, (ii) has all limited liability company requisite power and all Governmental Licenses required authority under its trust instruments to carry on its business as then being conducted, except for those Governmental Licenses execute and deliver this Agreement and to consummate the absence transactions contemplated hereby and (iii) the execution and delivery of which would not be reasonably expected to result, individually or in this Agreement and the aggregate, in a Sprint Material Adverse Effect. As consummation of the Closingtransactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder, each of Sprint HoldCo LLC except, with respect to clauses (i) and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification(ii) above, except where the failure to be so qualified formed or to have such power and in good standing, authority would not reasonably be expected to result, individually prevent or delay in the aggregate, in a Sprint Material Adverse Effect. Since the date any material respect performance by such Stockholder of its formationobligations under this Agreement. (d) Such Stockholder, each of Sprint HoldCo LLC if it is an individual, has all legal capacity to execute and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. (e) This Agreement has been duly executed and delivered by or on behalf of each Stockholder and, assuming its due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms.

Organization; Authorization. (a) Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is or will be a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint Clearwire and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. The affirmative (in person or by proxy) vote of the holders of a majority of the outstanding voting power of Clearwire A Common Stock and Clearwire Class B Common Stock, voting together as a single class, voting to approve this Agreement and the Transactions contemplated hereby is the only vote of the holders of Clearwire Capital Stock necessary in connection with the consummation of the Transactions contemplated by this Agreement (the “Clearwire Stockholder Approval”). The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint Clearwire or any Subsidiary of Sprint Clearwire is or will be a party, and the performance by Sprint or such Subsidiary Clearwire and each of its respective Subsidiaries of its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions actions, except for the Clearwire Stockholder Approval, on the part of Sprint or such SubsidiaryClearwire and each of its Subsidiaries. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint Clearwire will be a party at Closing will be, duly executed and delivered by Sprint or Clearwire and such Subsidiary, Subsidiary and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or Clearwire and such Subsidiary, as the case may be, enforceable against it or and such Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally (the “Bankruptcy Exception”). Clearwire has furnished or made available to Sprint and the Investors true and complete copies of its and of each of its material Subsidiary’s organizational documents, each as amended to date. Those organizational documents are in full force and effect, and neither Clearwire nor any Subsidiary of Clearwire is in violation of any provision of its respective organizational documents, except as would not reasonably be expected to result, individually or in the aggregate, in a Clearwire Material Adverse Effect. (b) Each At a meeting duly called and held on May 5, 2008, Clearwire’s board of directors, by the affirmative vote of all directors voting at the meeting, (i) declared that this Agreement and the Transactions contemplated by it, including the Merger, are advisable and in the best interests of Clearwire and Clearwire’s stockholders, (ii) approved and adopted this Agreement and the Transactions contemplated by it, including the Merger, and (iii) resolved to recommend acceptance, approval and adoption of this Agreement and the Merger by Clearwire’s stockholders. (c) Mxxxxx Sxxxxxx & Co. Incorporated (the “Independent Advisor”) has delivered to Clearwire’s board of directors its written opinion, dated the Execution Date, that, as of the Transfer Entities is, or Execution Date and based on the Closing Date assumptions, qualifications and limitations contained in that written opinion, the consideration to be received by holders of Clearwire Class A Common Stock as a result of the Merger is fair to such Clearwire stockholders from a financial point of view. A complete copy of such opinion will bebe made available solely for information purposes to Sprint and each Investor as soon as practicable after the Execution Date. (d) As of Closing, each of NewCo, NewCo LLC and Clearwire Sub LLC will be a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its formation or incorporation and will have all limited liability company or formation. Each of the Transfer Entities is duly qualified corporate power and all Governmental Licenses required to do business carry on its business, as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualificationthen being conducted, except where for those Governmental Licenses the failure to so qualify absence of which would not reasonably be expected to result result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Each of the Transfer Entities hasNewCo, NewCo LLC and Sprint Clearwire Sub LLC on the Closing Date will have, have all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately Immediately prior to the Closing, Sprint Sub LLC. The Capital Stock each of the Transfer Entities isNewCo, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub NewCo LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Clearwire Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Clearwire Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo NewCo, NewCo LLC and Sprint Clearwire Sub LLC will shall not have engaged in any activities and will shall not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions. (e) Each of NewCo, NewCo LLC and Clearwire Sub LLC is not, and after giving effect to the Transactions and the transactions contemplated by the Ancillary Agreements, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Organization; Authorization. (a) Sprint Seller is a duly organized and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly organized, validly existing and corporation in good standing under the Laws laws of the state of its jurisdiction of formation and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effectincorporation. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Seller is duly qualified to do transact business as a foreign entity and is in good standing under the Laws of in each state or other jurisdiction in which where the ownership or operation of its assets by it and properties or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary conduct of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and or in good standing, standing would not reasonably be expected to resultbe material to Seller. Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party and each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of Seller. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by Seller and, assuming the due execution and delivery by Purchaser, this Agreement and the other Transaction Documents to which it is a party constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). True, correct and complete copies of the Organization Documents, as amended, of Seller have been provided to Purchaser. Title to and Condition of Purchased Assets. Except as set forth in Schedule 6.2.1, Seller is the exclusive owner of all legal and beneficial right, title and interest in and to the Purchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances). None of the Permitted Encumbrances is reasonably likely to materially impair the continued use and operation of the Purchased Assets to which they relate. Seller has good and marketable title to the Purchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), and the right to sell and assign the Purchased Assets to Purchaser. Seller is not party to any settlement, covenant not to xxx, consent, decree, order, judgment or other agreement or requirement that restricts it’s right to use any of the Purchased Assets. Except for the Excluded Assets and assuming receipt of all Consents relating to the matters set forth in Schedule 6.3 or as contemplated in Section 6.4, the Purchased Assets, taking into account all services and personnel provided under the Transaction Documents will constitute all the material assets, properties and rights owned, used, or held for use in connection with the Business as currently conducted and include all of the operating assets of Seller. Seller has good and marketable title to, or holds by valid and existing lease or license for, each of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). Seller has not signed any financing statement under the Uniform Commercial Code or any security agreement authorizing any secured party thereunder to file any such financing statement with respect to any of the Purchased Assets except to the extent released prior to the Closing. At the Closing, pursuant to this Agreement and the other Transaction Documents, Seller will convey to Purchaser, and Purchaser will receive from Seller, good and marketable title to all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). None of the Purchased Assets are owned by or in any way licensed or leased from any Affiliate of Seller and no Affiliate of Seller holds any rights related to the Business. To Seller’s knowledge, the The Purchased Assets (a) are in good operating condition and repair, ordinary wear and tear excepted and (b) are suitable and adequate for continued use in the Ordinary Course of Business. No Conflict or Violation. Provided that all of the Consents and other actions described in Section 6.4 have been obtained or taken, the execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the assignment and sale of the Purchased Assets and rights contemplated by this Agreement, will not: (a) violate or conflict with any provision of Seller’s Organization Documents, (b) conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute (with or without notice or lapse of time or both) a default (or an event which with notice would become a default) under or a violation of, or result in the loss of a material benefit under, or give rise to any right of termination, cancellation, modification, amendment or acceleration of (whether after the filing of notice or otherwise), or require any notice under, any Material Contract, any real property lease or Permit to which Seller is a party or by which the assets or properties of Seller is subject, or (c) result in the imposition of any Encumbrance (other than a Permitted Encumbrance) on the Purchased Assets, except, in the case of clauses (b) and (c), for any such violation, conflict or rights of Encumbrances as have not had or would not reasonably be expected to adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of Purchaser to use the Purchased Assets after the Closing or operate the Business in substantially the same manner as conducted by Seller immediately prior to the Closing. Consents and Approvals. Except as set forth in Schedule 6.4, no permit, Consent of, or declaration, filing or registration with or notification to, any Government Entity, or any other Person, is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby[, except for any Consents, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.reasonably be expected to be material].15

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that The Company is or will be a party to an Ancillary Agreement is duly organizedvalidly existing, validly existing and in good standing being duly incorporated and registered under the Laws of its jurisdiction of formation England and Wales, and has all corporate, limited liability requisite company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement own, lease, and each Ancillary Agreement to which it is a party operate its Assets and to perform conduct the obligations business of the Company as currently conducted. Except as set forth on Schedule 4.1(a), no action has been or is being taken to be performed by it under this Agreement and each such Ancillary Agreementstrike the Company or any of its Subsidiaries organized in the United Kingdom off the companies register in their jurisdiction of incorporation. Sprint and each Subsidiary of Sprint that The Company is licensed or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and (where such concept is applicable) is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets Assets leased or owned by it or the nature conduct of the activities business of the Company as currently conducted makes such licensing or qualification necessary. (b) Schedule 4.1(b) sets forth a complete list of the Company’s Subsidiaries, the jurisdiction of incorporation or organization of each such Subsidiary, and any other jurisdiction where each such Subsidiary is licensed or specifically authorized to do business. Each of the Company’s Subsidiaries is licensed or qualified to do business and (where such concept is applicable) is in good standing under the Laws of each jurisdiction in which the Assets leased or owned by it requires or the conduct of its business as currently conducted makes such qualificationlicensing or qualification necessary, except in each case where the such failure to so qualify would not reasonably be expected material to resultthe Business. Except as set forth on Schedule 4.1(b), individually the Company or its applicable Subsidiaries are the sole legal and beneficial owner of the entire issued share capital of each of the Company’s Subsidiaries. All of the issued shares of the Company’s Subsidiaries have been properly and validly allotted and are fully paid up in such jurisdictions where such concepts apply. There are no outstanding options, warrants, rights, calls, convertible securities, Equity Interests, Commitments or other Contracts obligating the aggregateCompany or any of the Company’s Subsidiaries to issue, transfer, or sell any Equity Interests of the Company’s Subsidiaries. Each of the Company’s Subsidiaries is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization. (c) The Company has the requisite right, power and authority to execute, deliver, and perform this Agreement and the Related Agreements to which it is a Sprint Material Adverse Effectparty and to consummate the transactions contemplated by this Agreement and the Related Agreement. The execution execution, delivery, and performance by the Company of this Agreement and the Related Agreements to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement and the Related Agreements to which it is a party have been or will be validly authorized by all necessary company action by the Company. The Company has validly executed and delivered this Agreement and each Related Agreement to which it is a party has been, or will be at the Closing, executed and delivered by the Company, at the Closing. Assuming the valid authorization, execution, and delivery of this Agreement and by the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a partyother Parties, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Related Agreements to which it is or will be a party, have been duly authorized by all necessary actions on constitutes the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid valid, and binding obligation of Sprint or such Subsidiary, as the case may beCompany, enforceable against it or such Subsidiary the Company in accordance with its terms, subject to the Bankruptcy ExceptionEnforceability Limitations. (bd) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified The Company has delivered to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true Purchaser correct and complete copies of the organizational documents of Company’s and each of its Subsidiary’s respective Organizational Documents, in each case as in effect on the Transfer Entities, each as amended to date, date of this Agreement. Schedule 4.1(d) contains a complete and will have made available to Clearwire and the Investors true and complete copies correct list of the organizational documents current directors and officers of Sprint Sub LLC prior to the Closing Date. The organizational documents of Company and each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effectits Subsidiaries, and no Transfer Entity is, and other Person has the authority to act as an officer or director of the Closing Date Sprint Sub LLC will not be, Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is in default under or in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one Organizational Documents. Neither the Company nor any of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, indirectly hold any Capital Stock of Equity Interests in any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, other Person except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the TransactionsSubsidiaries listed on Schedule 4.1(b).

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that Each Seaspan Party is or will be a party to an Ancillary Agreement is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate, limited liability company incorporation. Each Seaspan Party is licensed or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and (where such concept is applicable) is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets leased or owned by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary conduct of its respective obligations under this Agreement and the Ancillary Agreements to which it is business as currently conducted makes such licensing or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exceptionqualification necessary. (b) Each Schedule 5.1(b) sets forth a complete list of the Transfer Entities isSeaspan Parties’ Subsidiaries, the jurisdiction of incorporation or on the Closing Date will beorganization of each such Subsidiary, a limited liability company and any other jurisdiction where each such Subsidiary is licensed or specifically authorized to do business. Each such Subsidiary is duly incorporated or organized, validly existing and in good standing (where such concept is recognized under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (capplicable Law) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually incorporation or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualificationorganization, except where the failure to be so qualified incorporated or organized, existing and in good standing, standing has not had or would not reasonably be expected to resulthave a material adverse effect on such Seaspan Party’s ability to consummate the Transactions. (c) Each Seaspan Party has the requisite right, individually power and authority to execute, deliver, and perform this Agreement and its Related Agreements and to consummate the Transactions. The execution, delivery, and performance by each Seaspan Party of this Agreement and its Related Agreements and the consummation by each such Seaspan Party of the Transactions have been validly authorized by all necessary corporate or in other legal entity action by each such Seaspan Party. Each Seaspan Party has validly executed and delivered this Agreement and, at or prior to the aggregateClosing, in a Sprint Material Adverse Effect. Since the date each such Seaspan Party will have validly executed and delivered each of its formationRelated Agreements. Assuming the valid authorization, each execution, and delivery of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the TransactionsRelated Agreements by the other Parties to this Agreement and the Related Agreements, this Agreement constitutes, and each Related Agreement will after the Closing constitute, legal, valid, and binding obligations of each Seaspan Party, enforceable against each such Seaspan Party in accordance with their respective terms, subject to the Enforceability Limitations. (d) Correct copies of Seaspan’s and each of its Subsidiary’s Organizational Documents, as in effect on the date of this Agreement, have been provided to Sellers.

Organization; Authorization. (ai) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Each Total Produce Group Company is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formation formation, and has all corporaterequisite power and authority to own, limited liability company or similar powers lease and all Governmental Licenses required operate its properties and assets and to carry on its business as now being conducted, except for those Governmental Licenses where the absence of which failure to be so duly organized, validly existing and in good standing, or to have such entity power and authority, would not reasonably be expected to resultbe material to the Total Produce Group Companies, individually taken as a whole. Each Total Produce Group Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which the aggregatenature of such Person’s business or assets requires such Person to qualify, except for jurisdictions in which the failure to be so qualified or authorized has not had a Sprint Material Adverse Effect. Sprint . (ii) Such Total Produce Party has all requisite entity power and each Subsidiary of Sprint that authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which such Total Produce Party is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform consummate the obligations to be performed by it under this Agreement transactions contemplated hereby and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effectthereby. The execution execution, delivery and delivery performance by such Total Produce Party of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint such Total Produce Party is or will be a party, party and the performance consummation by Sprint or such Subsidiary Total Produce Party of its respective obligations under this Agreement the transactions contemplated hereby and the Ancillary Agreements to which it is thereby have been or will be a partybe, have been upon execution thereof, as applicable, duly authorized by all necessary actions on requisite corporate or applicable entity action in accordance with applicable Law and with the part organizational documents of Sprint or such Subsidiaryeach Total Produce Party. This Agreement has been, and upon its execution or delivery each of the Ancillary Agreements to which it such Total Produce Party is or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, Total Produce Party and this Agreement constitutes, and upon its execution or delivery each of the Ancillary Agreements to which such Total Produce Party is or will be a party will constitute, a the legal, valid and binding obligation of Sprint or such Subsidiary, as the case may beTotal Produce Party, enforceable against it or such Subsidiary in accordance with its their respective terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably such enforceability may be expected to result in a Sprint Material Adverse Effectlimited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general equitable principles. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.

Organization; Authorization. (a) Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Each Acquired Company is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation organization and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite necessary power and authority to enter into this Agreement and each Ancillary Agreement to conduct its business in the manner in which it its business is a party currently being conducted and to perform own and use its assets in the obligations to be performed by it under this Agreement manner in which its assets are currently owned and each such Ancillary Agreementused. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement Each Acquired Company is duly qualified or licensed to do business as a foreign entity and is in good standing under the Laws of in each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to so qualify would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions set forth on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formationSchedule 3.1. Each of the Transfer Entities Acquired Company is duly qualified or licensed to do business as a foreign entity and is in good standing under in each jurisdiction where the Laws character of each state the property owned or other jurisdiction in which the ownership of assets leased by it or the nature of the its activities conducted by it requires the qualificationmakes such qualification or license necessary, except such jurisdictions where the failure to be so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint qualified or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, licensed or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to resultnot, individually or in the aggregate, result in or be reasonably expected to result in a Sprint Material Adverse Effect. As The Company has provided to Buyer true and complete copies of the Closingcertificate or articles of incorporation, each of Sprint HoldCo LLC bylaws and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws other organizational documents of each state Acquired Companies as currently in effect (including all amendments made thereto at any time on or other jurisdiction before the date hereof) and no Acquired Company is in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually default under or in violation of any provision thereunder. (b) The execution, delivery and performance by the aggregate, in a Sprint Material Adverse Effect. Since the date Company of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transaction Documents to which the Company is to be a party and the consummation by the Company of the Contemplated Transactions are within the Company’s powers and, except for the Shareholder Written Consent, have been duly authorized by all necessary action on the part of the Company. This Agreement has been, and each Transaction Document to which the Company is to be a party will, when executed by the Company, have been, duly executed and delivered by the Company and, assuming that this Agreement and the Transaction Documents are valid and binding obligations of the other Parties, this Agreement constitutes and the other Transaction Documents will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, reorganization, insolvency and other similar Law affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law). (c) The Company’s board of directors has (i) determined that this Agreement, the Transaction Documents to which the Company is to be a party and the consummation by the Company of the Contemplated Transactions are fair to the shareholders of the Company, (ii) approved and adopted this Agreement, the Transaction Documents to which the Company is to be a party and the consummation by the Company of the Contemplated Transactions, (iii) resolved to recommend approval and adoption of this Agreement and the Merger by its shareholders and (iv) directed that this Agreement and the Merger be submitted to the shareholders of the Company for their written consent on the date hereof (the “Shareholder Written Consent”). The only votes or consents required to approve this Agreement by the Company’s shareholders under the URBCA (and any other applicable Law) and the Company Charter are set forth on Schedule 3.1(c). Other than as set forth in this Section 3.1(c), no other Proceedings or actions on the part of the Company or the Effective Time Holders are necessary to approve and authorize the execution and delivery of this Agreement and the Transaction Documents to which the Company is to be a party and the consummation by the Company of the Contemplated Transactions.

Organization; Authorization. (a) Sprint and each Subsidiary As of Sprint that the Effective Date, the Company is or will be a party to an Ancillary Agreement is corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation Texas and has all corporate, limited liability company or similar powers and all Governmental Licenses required to carry on its business as now conducted, except for those Governmental Licenses the absence of which would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. Sprint and each Subsidiary of Sprint that is or will be a party to an Ancillary Agreement is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other every jurisdiction in which the ownership character of assets by it its properties or the nature of the its activities conducted by require it requires such qualificationto be so qualified, except where the failure to be so qualify qualified would not reasonably be expected to result, individually or in the aggregate, in have a Sprint Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements to which Sprint or any Subsidiary of Sprint is or will be a party, and the performance by Sprint or such Subsidiary of its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of Sprint or such Subsidiary. This Agreement has been, and the Ancillary Agreements to which it or a Subsidiary of Sprint will be a party at Closing will be, duly executed and delivered by Sprint or such Subsidiary, and constitutes, and will constitute, a legal, valid and binding obligation of Sprint or such Subsidiary, as the case may be, enforceable against it or such Subsidiary in accordance with its terms, subject to the Bankruptcy Exception. (b) Each of the Transfer Entities is, or on the Closing Date will be, a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each of the Transfer Entities is duly qualified to do business as a foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires the qualification, except where the failure to so qualify would not reasonably be expected to result in a Sprint Material Adverse Effect. Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement. Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date. The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect. (c) Sprint or one of its Subsidiaries owns beneficially and of record all of the issued and outstanding Capital Stock of the Transfer Entities, and immediately prior to the Closing, Sprint Sub LLC. The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance. There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as As of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock. The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person. (d) At Closing, the Transfer Entities will own all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, free and clear of any Encumbrance. Such assets together with those assets that are owned by Sprint and its Subsidiaries and made available to NewCo under the Network Master Services Agreement, the IT Master Services Agreement, the Master Site Agreement and the Intellectual Property Rights Agreement constitute all of the assets owned by Sprint or its Subsidiaries that are primarily used in or otherwise material to the operation of the Sprint WiMAX Business as currently conducted. (e) As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC Company will be a limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation Delaware and will have all limited liability company power and all Governmental Licenses required to carry on its business as then being conducted, except for those Governmental Licenses the absence of which would not be reasonably expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect. As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other every jurisdiction in which the ownership character of assets by it its properties or the nature of the its activities conducted by will require it requires such qualificationto be so qualified, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in have a Sprint Material Adverse Effect. Since All such jurisdictions are set forth on Schedule 3.1. The copies of (i) the date Company’s current certificate of incorporation and current bylaws that have been delivered to Buyer on or before the Effective Date reflect all amendments made thereto and are correct and complete copies of the operative documents of the Company as of the Effective Date, and (ii) the Company’s certificate of formation and operating agreement that will have been delivered to Buyer on or before the Closing Date reflect all amendments made thereto and are correct and complete copies of the operative documents of the Company as of the Closing Date, other than any amendments or amendments and restatements to be entered into in connection with the execution of this Agreement or any Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. The minute books containing the records of meetings of the members, managers, stockholders or board of directors, as applicable, and the books of the Company, in each case that have been delivered to Buyer, are correct and complete in all material respects. The Company is not in default under or in violation of any provision of its formationbylaws or operating agreement, each of Sprint HoldCo LLC as applicable. The Company has full company power and Sprint Sub LLC will not have engaged in any activities authority to execute and will not have any Liabilities other than in connection with, or as contemplated by, deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The board of directors of the Company has duly and unanimously approved this Agreement and each Ancillary Agreement to which the Company is a party and has duly authorized the execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The manager(s) of the Company will have ratified such approval and authorization prior to the Closing Date. No other proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.