IRREVOCABLE EXCHANGE AGREEMENTIrrevocable Exchange Agreement • December 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • 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”).
SECOND AMENDMENT TO EQUITYHOLDERS’ AGREEMENTEquityholders’ Agreement • December 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone)
THIS SECOND 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”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), 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’
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • 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 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone)
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
AGREEMENT REGARDING RIGHT OF FIRST OFFERRight of First Offer Agreement • December 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT REGARDING RIGHT OF FIRST OFFER (this “Agreement”), dated as of December 17, 2012, is entered into among Sprint Holdco, LLC, a Delaware limited liability company (“Sprint Holdco”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”) (solely for purposes of Section 3 and 8(s) hereof), 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 Corporation, a Delaware corporation (the “Company”), and equityholders of Clearwire Communications, LLC, a Delaware limited liability company (“Clearwire Communications”), as applicable.
CONSENT AND AGREEMENTConsent and Agreement • December 19th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • Delaware
THIS CONSENT AND AGREEMENT (this “Consent”) is made as of the 17th day of December, 2012, by and among SOFTBANK CORP., a Japanese kabushiki kaisha (“SoftBank”), Starburst II, Inc., a Delaware corporation (“Parent”) and Sprint Nextel Corporation, a Kansas corporation (the “Company”).
