AGREEMENT AND PLAN OF MERGER by and among SPRINT NEXTEL CORPORATION, COLLIE ACQUISITION CORP. and CLEARWIRE CORPORATION Dated as of December 17, 2012Agreement and Plan of Merger • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2012 (this “Agreement”), by and among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.” and, together with Sprint, the “Sprint Parties”), and Clearwire Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
IRREVOCABLE EXCHANGE AGREEMENTIrrevocable Exchange Agreement • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec • Delaware
This Irrevocable Exchange Agreement (this “Agreement”), dated as of December 17, 2012, is made by and among Clearwire Corporation, a Delaware corporation (the “Company”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”) and Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel”).
NOTE PURCHASE AGREEMENT dated as of December 17, 2012 among CLEARWIRE CORPORATION and CLEARWIRE COMMUNICATIONS, LLC and CLEARWIRE FINANCE, INC., as Issuers, and SPRINT NEXTEL CORPORATION, as PurchaserNote Purchase Agreement • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec • New York
INDENTURE, dated as of [—] (this “Indenture”), among CLEARWIRE COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”) having its principal executive offices at 1475 120th Avenue NE, Bellevue, WA 98005, the direct subsidiary of the Company, CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”) having its principal executive offices at 1475 120th Avenue NE, Bellevue, WA 98005, the Guarantors (as defined below) from time to time party hereto, and [WILMINGTON TRUST, NATIONAL ASSOCIATION], a federal savings bank, as trustee (in such capacity, the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 17, 2012, is entered into among Clearwire Corporation, a Delaware corporation (“Clearwire”), and the Persons named on Schedule A hereto (each is referred to as a “Stockholder” and collectively as the “Stockholders”), solely in their respective individual capacities as stockholders of Clearwire, and equityholders of Clearwire Communications, LLC, a Delaware limited liability company (the “Clearwire LLC”), as applicable.
THIRD AMENDMENT TO EQUITYHOLDERS’ AGREEMENTEquityholders’ Agreement • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec
THIS THIRD AMENDMENT (this “Amendment”) of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Original Agreement”) is entered into as of December 17, 2012, by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), SN UHC 1, INC., a Delaware corporation (“SN UHC”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), 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 Capital and Intel Cayman, “Intel”), and COMCAST CORPORATION, a Pennsylvania corporation, in its capacity as the Strategic Investor Representative (“Comcast”), as amended by Amendment to Equityholders’ Agreement, dated as of December 8, 2010 and Second Amendment to Equityholders’ Agre
