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 • May 7th, 2008 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • 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.
