Google Products and Services AgreementProducts and Services Agreement • August 22nd, 2008 • New Clearwire CORP • New York
This Google Products and Services Agreement, including the “Master Agreement” immediately below and all “Riders” and Exhibits to the Riders (collectively referred to as 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”).
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”).
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 • August 22nd, 2008 • New Clearwire CORP • 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”).
SPECTRUM AGREEMENTSpectrum Agreement • August 22nd, 2008 • New Clearwire CORP • 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”).
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.
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”).
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).
ContractNational Retailer Agreement • August 22nd, 2008 • New Clearwire CORP • Virginia
THIS NATIONAL RETAILER AGREEMENT (“Agreement”) between Sprint Solutions Inc. on behalf of itself and its affiliates that provide products and services (“Sprint”) and , a [state] [entity type] (“Retailer”).
MASTER AGREEMENT FOR NETWORK SERVICESConfidential Treatment • August 22nd, 2008 • New Clearwire CORP • New York
This Master Agreement for Network Services is entered into between SPRINT SOLUTIONS, INC., as contracting agent on behalf of Sprint Communications Company L.P. and other applicable Sprint affiliated entities providing the Products and Services (“Sprint”), and NEWCO LLC (“Newco”).
IT MASTER SERVICES AGREEMENTConfidential Treatment • August 22nd, 2008 • New Clearwire CORP • Delaware
This INFORMATION TECHNOLOGY (IT) MASTER SERVICES AGREEMENT is made as of , 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 NEWCO LLC, a Delaware limited liability corporation (“NewCo”).
MASTER SITE AGREEMENT between andMaster Site Agreement • August 22nd, 2008 • New Clearwire CORP
This Master Site Agreement (“Agreement”) is entered into as of the ___day of _______, 200___(“Effective Date”), between ______, a ______, on behalf of itself and its Affiliates (collectively, “Sprint Nextel”) and ______, a ______, on behalf of itself and its Affiliates (collectively, “Newco”). Sprint Nextel and Newco may be referred to herein individually as a “party” or collectively as the “parties.”
AUTHORIZED SALES REPRESENTATIVE AGREEMENT — Version for Investor PartnersConfidential Treatment • August 22nd, 2008 • New Clearwire CORP • New York
This Authorized Sales Representative Agreement (“Agreement”) is executed by and between [Newco, a Delaware limited liability company] (“Newco”) 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.
MVNO Support Agreement dated as of May 7, 2008 among Sprint Spectrum L.P., Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLCJoinder Agreement • August 22nd, 2008 • New Clearwire CORP • New York
This MVNO Support Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is dated as of May 7, 2008 (the “Effective Date”) by and among Sprint Spectrum L.P., a Delaware limited partnership, d/b/a/ Sprint (“Sprint”), 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”), and each other Person who shall become a party to this Agreement in accordance with Section 2.4(b) or 2.4(c).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2008 • New Clearwire CORP • Delaware
This Subscription Agreement (the “Agreement”) is made and entered into as of May 7, 2008 (the “Effective Date”) by and between Clearwire Corporation, a Delaware corporation (“Clearwire”) and CW Investment Holdings LLC, a Washington limited liability company (the “Subscriber”) (Clearwire and Subscriber are referred to herein as the “Parties”). Any capitalized terms not specifically defined in this Agreement shall have the meaning set forth in the Transaction Agreement (which is defined below).
