SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 22nd, 2013 • Sprint Nextel Corp • Telephone communications (no radiotelephone)
This Second Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of May 21, 2013 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 Clearwire Corporation, a Delaware corporation (the “Company”, and together with Sprint and Acquisition Corp., the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Merger Agreement.
SPRINT NEXTEL CORPORATIONMerger Agreement • May 22nd, 2013 • Sprint Nextel Corp • Telephone communications (no radiotelephone)
Reference is hereby made to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of December 17, 2012, by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Collie Acquisition Corp., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
CONSENTConsent • May 22nd, 2013 • Sprint Nextel Corp • Telephone communications (no radiotelephone)
WHEREAS, SOFTBANK CORP., a Japanese kabushiki kaisha (“SoftBank”), Parent and Sprint Nextel Corporation, a Kansas corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of October 15, 2012, as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 29, 2012, and the Second Amendment to Agreement and Plan of Merger, dated as of April 12, 2013 (such agreement as so amended, the “SoftBank/Company Merger Agreement”), to which Starburst I, Inc., a Delaware corporation and a wholly owned subsidiary of SoftBank, and Starburst III, Inc., a Kansas corporation and a wholly owned subsidiary of Parent (“SoftBank Merger Sub”), are also parties, pursuant to which SoftBank Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent;
