MISCELLANEOUS PROVISIONS 100. SECTION 14.1 Notices 100 SECTION 14.2 Schedules and Exhibits 104 SECTION 14.3 Assignment; Successors in Interest 104 SECTION 14.4 Controlling Law; Amendment 104 SECTION 14.5 Jurisdiction 104 SECTION 14.6 Specific Performance and Other Remedies 105 SECTION 14.7 Severability 105 SECTION 14.8 Counterparts 105 SECTION 14.9 Enforcement of Certain Rights 105 SECTION 14.10 Waiver 105 SECTION 14.11 Non-Survival of Representations and Warranties and Agreements 105 SECTION 14.12 Integration 106 SECTION 14.13 Cooperation Following the Closing 106 SECTION 14.14 Fees 106 SECTION 14.15 Waiver of Jury Trial 107 SECTION 14.16 Investor Rights and Obligations 107 SECTION 14.17 Interpretation 107 iv EXHIBITS EXHIBIT A – DEFINITIONS EXHIBIT B – CERTIFICATE OF INCORPORATION OF NEWCO, INC. EXHIBIT C – BYLAWS OF NEWCO, INC. EXHIBIT D – INITIAL LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC EXHIBIT E – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC EXHIBIT F – LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWIRE SUB LLC EXHIBIT G – LIMITED LIABILITY COMPANY AGREEMENT OF SPRINT SUB LLC EXHIBIT H – REGISTRATION RIGHTS AGREEMENT EXHIBIT I – EQUITYHOLDERS’ AGREEMENT EXHIBIT J – ASSUMED NOTE EXHIBIT K – OTHER MATTERS EXHIBIT L – TERMS OF SECURED NOTE EXHIBIT M – REVISED STRUCTURE THIS TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2008 (the “Execution Date”) 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 and Google, the “Investors”; the Investors, Sprint and Clearwire are referred to herein as the “Parties”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in Exhibit A attached to this Agreement.
MISCELLANEOUS PROVISIONS 100. Section 10.1 Waivers, Amendments, etc. 100 Section 10.2 Notices. 101 Section 10.3 Payment of Costs and Expenses. 102 Section 10.4 Indemnification by the Borrower. 104 Section 10.5 Survival 105 Section 10.6 Severability 106 Section 10.7 Headings 106 Section 10.8 Execution in Counterparts, Effectiveness, etc. 106 Section 10.9 Governing Law; Entire Agreement 106 Section 10.10 Assignments and Participations. 107 Section 10.11 Press Releases and Related Matters 111 Section 10.12 Forum Selection and Consent to Jurisdiction 111 Section 10.13 Waiver of Jury Trial, etc. 112 Section 10.14 Waiver of Consequential Damages, etc. 112 Section 10.15 No Strict Construction 112 Section 10.16 Confidentiality 113 Section 10.17 Patriot Act Information 113 Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 114 Section 10.19 No Advisory or Fiduciary Responsibility 114 Section 10.20 Other Agents 115
