EQUITYHOLDERS’ AGREEMENT by and among CLEARWIRE CORPORATION, SPRINT HOLDCO, LLC, EAGLE RIVER HOLDINGS, LLC, INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, INTEL CAPITAL WIRELESS INVESTMENT...Equityholders’ Agreement • December 2nd, 2008 • Clearwire Corp • Communications services, nec • Delaware
THIS EQUITYHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of November 28, 2008 (the “Effective Date”), by and among CLEARWIRE CORPORATION, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, a Delaware corporation (“Intel B”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C, a Delaware corporation (“Intel C”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”), COMCAST WIRELESS INVESTMENT I, INC., a Del
AMENDED AND RESTATED OPERATING AGREEMENT OF CLEARWIRE COMMUNICATIONS LLC Dated as of November 28, 2008Operating Agreement • December 2nd, 2008 • Clearwire Corp • Communications services, nec • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Clearwire Communications LLC, a Delaware limited liability company (the “LLC”), is made as of the 28th day of November, 2008 (the “Effective Date”), by and among Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”), Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel 1”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel 2”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel 3” and, together with Intel 1 and Intel 2, “Intel”), Comcast Wireless Investment I, Inc., a Delaware corporation (“Comcast I”), Comcast Wireless Investment II, Inc., a Delaware corporation (“Comcast II”), Comcast Wireless Investment III, Inc., a Delaware corporation (“Comcast III”), Comcast Wireless Investment IV, Inc., a Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2008 • Clearwire Corp • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of November 28, 2008, is by and among Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”), Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River”), Comcast Wireless Investment I, Inc., a Delaware corporation (“Comcast I”), Comcast Wireless Investment II, Inc., a Delaware corporation (“Comcast II”), Comcast Wireless Investment III, Inc., a Delaware corporation (“Comcast III”), Comcast Wireless Investment IV, Inc., a Delaware corporation (“Comcast IV”), Comcast Wireless Investment V, Inc., a Delaware corporation (“Comcast V” and, together with Comcast I, Comcast II, Comcast III and Comcast IV, “Comcast”), TWC Wireless Holdings I LLC, a Delaware limited liability company (“TWC I”), TWC Wireless Holdings II LLC, a Delaware limited liability company (“TWC II”), TWC Wireless Holdings III LLC, a Delawar
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • December 2nd, 2008 • Clearwire Corp • Communications services, nec
AMENDMENT NO. 1 (this “Amendment”) dated as of November 21, 2008 to the TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 7, 2008 (the “Transaction Agreement”), by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN, Google, Sprint and Clearwire, the “Parties”). Capitalized terms that are used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement and all Section references in this Amendment are to Sections of the Transaction Agreement unless otherwise specified.
