Google Products and Services AgreementProducts and Services Agreement • April 13th, 2009 • Clearwire Corp /DE • Communications services, nec • New York
Accounts it plans to provide to Subscribers in the following calendar quarter (“Quarterly Account Estimate”). Customer shall provide the Quarterly Account Estimate via an email sent to Customer’s partner manager at Google. Google may elect to provide Customer with Subscriber Accounts in excess of the Subscriber Account Maximum.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 27th, 2013 • Clearwire Corp /DE • Communications services, nec
This Second Amendment (this “Amendment”) to the Note Purchase Agreement (defined below) is made as of February 26, 2013 by and among: Clearwire Corporation, a Delaware corporation (the “Parent”); Clearwire Communications LLC, a Delaware limited liability company (the “Company”); Clearwire Finance, Inc., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”); and Sprint Nextel Corporation, a Kansas corporation (the “Purchaser”, and together with the Parent and the Issuers are collectively referred to as the “Parties”).
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.
VOTING AGREEMENTVoting Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
VOTING AGREEMENT, dated as of May 7, 2008 (this “Agreement”), by and among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Clearwire Corporation, a Delaware corporation (the “Company”), Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC , a Delaware limited liability company, Google Inc., a Delaware corporation, and Intel Corporation, a Delaware corporation (each of Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation an “Investor” and collectively the “Investors”) and Eagle River Holdings, LLC, a Washington limited liability company (“Stockholder”).
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”).
SPECTRUM AGREEMENTSpectrum Agreement • April 13th, 2009 • Clearwire Corp /DE • Communications services, nec • New York
This Spectrum Agreement, (the “Agreement”), is entered into by and between Google Inc., a Delaware corporation (“Google”), and Clearwire Communications LLC, a limited liability company formed under the laws of Delaware (“Customer”), and is effective as of November 28, 2008 (“Effective Date”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2013 • Clearwire Corp /DE • Communications services, nec
This Third Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of June 20, 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”).
SECOND AMENDMENT TO EQUITYHOLDERS’ AGREEMENTEquityholders’ Agreement • December 18th, 2012 • Clearwire Corp /DE • Communications services, nec
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’
EQUITYHOLDERS’ AGREEMENT by and among [NEWCO CORPORATION,] [SPRINT,] [EAGLE RIVER HOLDINGS, LLC,] [INTEL,] [COMCAST,] [GOOGLE INC.,] [TIME WARNER CABLE,] and [BHN SPECTRUM INVESTMENTS, LLC] Dated as of [ ], 2008Equityholders’ Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
THIS EQUITYHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of [ ], 200[ ] (the “Effective Date”), by and among NEWCO CORPORATION, a Delaware corporation (the “Company”), [SPRINT], a (“Sprint”), [EAGLE RIVER HOLDINGS, LLC], a Washington limited liability company (“Eagle River”), [INTEL], a (“Intel”), [COMCAST], a (“Comcast”), [GOOGLE INC.], a Delaware corporation (“Google”), [TIME WARNER CABLE], a (“TWC”), and [BHN SPECTRUM INVESTMENTS, LLC], a Delaware limited liability company (“BHN”; and, together with Comcast, Google and TWC, the “Strategic Investors”).1 Each of Sprint, Eagle River, Intel and each Strategic Investor, together with each of their respective Permitted Transferees and Permitted Designees (each as hereinafter defined) that becomes a party to this Agreement in accordance with Article 3, is individually referred to as an “Equityholder”, and collectively as the “Equityholders.”
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • September 26th, 2008 • New Clearwire CORP • Communications services, nec • Delaware
This INTELLECTUAL PROPERTY AGREEMENT is made, effective as of the ___day of ,2008 (the “Effective Date”), by and between Sampras Corporation, a Kansas corporation (“Sampras”), and NewCo LLC, a Delaware limited liability company (“NewCo”).
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”).
November 2011 Clearwire / Sprint Amendment to the 4G MVNO Agreement4g Mvno Agreement • July 27th, 2012 • Clearwire Corp /DE • Communications services, nec
This November 2011 Clearwire / Sprint Amendment to the 4G MVNO Agreement (this “Amendment”), is dated as of the date the last Party signs this Amendment (the “November 2011 Amendment Effective Date”) and is entered into between Clearwire Communications LLC, a Delaware limited liability company (“Clearwire”), and Sprint Spectrum L.P., a Delaware limited liability partnership, d/b/a Sprint (“Sprint”).
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.
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • April 13th, 2009 • Clearwire Corp /DE • Communications services, nec • Delaware
This INTELLECTUAL PROPERTY AGREEMENT is made, effective as of the 28th day of November, 2008 (the “Effective Date”), by and between Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Clearwire Communications LLC, a Delaware limited liability company (“Clearwire”).
SPECTRUM AGREEMENTSpectrum Agreement • September 26th, 2008 • New Clearwire CORP • Communications services, nec • New York
This Spectrum Agreement, (the “Agreement”), is entered into by and between Google Inc. (“Google”) and NEWCO LLC, a limited liability company formed under the laws of Delaware (“Customer”), and is effective as of ___, 2008 (“Effective Date”).
CUSTOMER CARE AND BILLING SERVICES AGREEMENT BETWEEN CLEARWIRE US LLC (“Clearwire”) AND AMDOCS SOFTWARE SYSTEMS LIMITED (“Amdocs”)Customer Care and Billing Services Agreement • May 12th, 2009 • Clearwire Corp /DE • Communications services, nec • New York
THIS CUSTOMER CARE AND BILLING SERVICES AGREEMENT (“Agreement”) is made as of the 31 day of March 2009 (the “Effective Date”) by and between CLEARWIRE US LLC, a limited liability company organized under the laws of the State of Nevada, having offices at 4400 Carillon Point, Kirkland, WA 98033 (hereinafter referred to as “Clearwire”); and AMDOCS SOFTWARE SYSTEMS LIMITED, a company incorporated under the laws of Ireland having offices at First Floor, Block S, East Point Business Park, Dublin 3, Ireland (hereinafter referred to as “Amdocs”).
VOTING AGREEMENTVoting Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
VOTING AGREEMENT, dated as of May 7, 2008 (this “Agreement”), by and among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Clearwire Corporation, a Delaware corporation (the “Company”), Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC, a Delaware limited liability company, and Google Inc., a Delaware corporation (each of Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC and Google Inc. a “Strategic Investor” and collectively the “Strategic Investors”) and Intel Corporation, a Delaware corporation (“Intel Parent”), Intel Capital Corporation, a Delaware corporation (“Intel”) and Intel Capital (Cayman) Corporation, a Cayman Islands company (“Intel Cayman”, and each of Intel and Intel Cayman, a “Stockholder” and collectively, “Stockholder”).
AMENDED AND RESTATED OPERATING AGREEMENT OF [NEWCO, LLC] Dated as of , 2008Operating Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of NewCo, LLC, a Delaware limited liability company (the “LLC”), is made as of the th day of , 2008 (the “Effective Date”), by and among NewCo Corporation, a Delaware corporation (the “Company”), [SPRINT], a (“Sprint”), [INTEL], a (“Intel”), [COMCAST], a (“Comcast”), [TIME WARNER CABLE], a (“TWC”) and [BRIGHT HOUSE], a (“BHN”; and, together with Comcast and TWC, the “Strategic Investors”)1, and solely for purposes of Sections 7.10, 7.11 and 8.8 [EAGLE RIVER], a Washington limited liability company (“Eagle River”), and supersedes in its entirety the Operating Agreement of NewCo, LLC dated as of the day of , 2008 (the “Original Operating Agreement”).
TRANSACTION AGREEMENT AND PLAN OF MERGER among CLEARWIRE CORPORATION, SPRINT NEXTEL CORPORATION, COMCAST CORPORATION, TIME WARNER CABLE INC., BRIGHT HOUSE NETWORKS, LLC, GOOGLE INC., AND INTEL CORPORATION Dated as of May 7, 2008Transaction Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
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.
INVESTMENT AGREEMENT among CLEARWIRE CORPORATION, CLEARWIRE COMMUNICATIONS LLC, SPRINT NEXTEL CORPORATION, COMCAST CORPORATION, TIME WARNER CABLE INC., BRIGHT HOUSE NETWORKS, LLC, EAGLE RIVER HOLDINGS, LLC, AND INTEL CORPORATION Dated as of November...Investment Agreement • November 10th, 2009 • Clearwire Corp /DE • Communications services, nec • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2009 (the “Execution Date”) by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Clearwire Communications LLC, a Delaware limited liability company (“Clearwire LLC”), and together with Clearwire, the “Clearwire Parties”), 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”), Intel Corporation, a Delaware corporation (“Intel”), and Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River,” and together with Sprint, Comcast, TWC, BHN and Intel, the “Investors”; the Investors and the Clearwire Parties 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
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
BINDING LETTER AMENDMENT BETWEEN INTEL CORPORATION AND CLEARWIRE CORPORATIONClearwire Corp /DE • August 5th, 2010 • Communications services, nec
This binding letter amendment (the “Amendment”) by and between Clearwire Communications LLC (“Clearwire”) and Intel Corporation (“Intel”) shall serve to amend, supplement and restate that certain Market Development Agreement dated November 28, 2008 (“MDA”) between the parties. Capitalized terms used in this Amendment that are not defined herein, shall have the same definition as used in the MDA. The effective date of this Amendment is May 3, 2010 (“Effective Date”). In the event of any conflict between this Amendment and the MDA, this Amendment shall control provided that all remaining and non-conflicting terms and conditions contained in the MDA shall remain in full force and effect.
IT MASTER SERVICES AGREEMENTMaster Services Agreement • March 26th, 2009 • Clearwire Corp /DE • Communications services, nec • Delaware
This INFORMATION TECHNOLOGY (IT) MASTER SERVICES AGREEMENT is made as of November 28, 2008, (the “Effective Date”) between SPRINT SOLUTIONS, INC., a Delaware corporation acting as contracting agent on behalf of Sprint Communications Company L.P. and other applicable Sprint affiliated entities providing the Products and Services (“Sprint”) and CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability corporation (“Clearwire”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2008 • New Clearwire CORP • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of ___, 200_, is by and among, [Newco], a Delaware corporation (the “Company”), [Sprint Nextel Corporation], a Kansas corporation (“Sprint”), [Eagle River Holdings, LLC], a Washington limited liability company (“Eagle River”), [Comcast Corporation], a Pennsylvania corporation (“Comcast”), [Time Warner Cable LLC], a limited liability company (“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, Google, Eagle River and Sprint, the “Investors”).
ADDENDUM TO ERIK PRUSCH OFFER LETTER DATED AUGUST 24, 2009Clearwire Corp /DE • February 22nd, 2011 • Communications services, nec
This Addendum memorializes the agreement between you and Clearwire regarding relocation benefits which are in addition to those outlined in your August 24, 2009 offer letter (“Offer Letter”).
CLEARWIRE COMMUNICATIONS LLC and CLEARWIRE FINANCE, INC., as Issuers, SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, and WILMINGTON TRUST FSB, as Trustee and Collateral Agent Indenture Dated as of November 24, 2009 12% Senior Secured...Indenture • December 1st, 2009 • Clearwire Corp /DE • Communications services, nec • New York
INDENTURE, dated as of November 24, 2009 (this “Indenture”), among CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) having its principal executive offices at 4400 Carillon Point, Kirkland, Washington 98033, 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 4400 Carillon Point, Kirkland, Washington 98033, certain of the Company’s direct and indirect Domestic Subsidiaries, each named in the signature pages hereto (each, a “Subsidiary Guarantor”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AUTHORIZED SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • March 26th, 2009 • Clearwire Corp /DE • Communications services, nec • New York
This Authorized Sales Representative Agreement (“Agreement”) is executed by and between Clearwire Communications LLC, a Delaware limited liability company (“Clearwire”) and the entity described below (“Company”). The Agreement consists of the Standard Terms and Conditions attached hereto and Exhibits incorporated into this Agreement by reference.
CLEARWIRE CORPORATIONClearwire Corp /DE • December 5th, 2011 • Communications services, nec
Reference is made to that certain Commitment Agreement, to be entered into on the date hereof, by and among Sprint Nextel Corporation (“Sprint Nextel”), Sprint HoldCo, LLC (“Sprint HoldCo” and, together with Sprint Nextel, the “Sprint Parties”), Clearwire Corporation (“Clearwire”) and Clearwire Communications LLC (“Clearwire LLC” and, together with Clearwire, the “Clearwire Parties” and, together with the Sprint Parties and Sprint Spectrum L.P., the “Parties”), including the exhibits thereto (the “Commitment Agreement”), the Sprint/Clearwire Release, the MVNO Agreement and the MVNO Agreement Amendment. Capitalized terms used herein without definition shall have the meaning set forth in the Commitment Agreement.
FORM OF WARRANT]Securities Purchase Agreement • March 27th, 2009 • Clearwire Corp /DE • Communications services, nec • New York
THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
INCREMENTAL SPRINT TERM LOAN AMENDMENTClearwire Corp /DE • December 1st, 2008 • Communications services, nec • New York
INCREMENTAL SPRINT TERM LOAN AMENDMENT, dated as of December 1, 2008 (this “Amendment”) among CLEARWIRE LEGACY LLC (formerly known as CLEARWIRE SUB LLC), a Delaware limited liability company and CLEARWIRE XOHM LLC (formerly known as SX SUB, LLC), a Delaware limited liability company (collectively the “Borrower”), CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and SPRINT NEXTEL CORPORATION (the “Sprint Lender”), to the Amended and Restated Credit Agreement, dated as of November 21, 2008 (the “Credit Agreement”), among CLEARWIRE CORPORATION, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., as co-documentation agents (in such capacities, the “Co-Documentation Agents”), JPMORGAN CHASE BANK, N.A., as sy
4G MVNO Agreement dated as of among [NewCo, LLC], Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P.4g Mvno Agreement • August 22nd, 2008 • New Clearwire CORP • New York
This 4G MVNO Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is dated as of [•], 20[•] (the “Effective Date”) by and among [NewCo, LLC],1 a Delaware limited liability company (“NewCo”), Comcast MVNO II, LLC, a Delaware limited liability company (“Comcast”), TWC Wireless, LLC, a Delaware limited liability company (“TWC”), BHN Spectrum Investments, LLC, a Delaware limited liability company (“Brighthouse”), Sprint Spectrum L.P., a Delaware limited partnership, d/b/a/ Sprint (“Sprint”), and each other Person who shall become a party to this Agreement in accordance with Section 2.4(a).
CLEARWIRE CORPORATION 175,000,000 Shares of Class A Common Stock Underwriting AgreementClearwire Corp /DE • December 13th, 2011 • Communications services, nec • New York
Clearwire Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 175,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 26,250,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the CLEARWIRE CORPORATIONRestricted Stock Unit Award Agreement • April 26th, 2013 • Clearwire Corp /DE • Communications services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Clearwire Corporation, a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Clearwire Corporation 2008 Stock Compensation Plan as in effect and as amended from time to time (the “Plan”); and
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 1st, 2013 • Clearwire Corp /DE • Communications services, nec
This First Amendment (the “Amendment”) to the Note Purchase Agreement (defined below) is made as of January 31, 2013 by and among: Clearwire Corporation, a Delaware corporation (the “Parent”); Clearwire Communications LLC, a Delaware limited liability company (the “Company”); Clearwire Finance, Inc., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”); and Sprint Nextel Corporation, a Kansas corporation (the “Purchaser”, and together with the Parent and the Issuers, collectively the “Parties”).
BOARD OF DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT (ANNUAL) pursuant to the CLEARWIRE CORPORATIONRestricted Stock Unit Award Agreement • April 26th, 2013 • Clearwire Corp /DE • Communications services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Clearwire Corporation, a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Clearwire Corporation 2008 Stock Compensation Plan as in effect and as amended from time to time (the “Plan”); and
