VOTING AND SALE AGREEMENTVoting and Sale Agreement • June 21st, 2013 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • Delaware
THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 20, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), and, solely for purposes of Section 9, Section 11(m) and Section 11(n) of this Agreement, Starburst II, Inc., a Delaware corporation (“Starburst”).
CONSENTConsent • June 21st, 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, the Second Amendment to Agreement and Plan of Merger, dated as of April 12, 2013 and the Third Amendment to Agreement and Plan of Merger, dated as of June 10, 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;
