THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

THIRD AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

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”).

RECITALS

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated as of December 17, 2012, as amended by the First Amendment to Agreement and Plan of Merger, dated as of April 18, 2013, and the Second Amendment to Agreement and Plan of Merger, dated as of May 21, 2013 (such agreement as so amended, the “Merger Agreement”);

WHEREAS, the Parties desire to amend the Merger Agreement in order to reflect certain additional understandings reached among the Parties;

WHEREAS, in connection with the Merger Agreement, on April 23, 2013, the Company filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement, as supplemented on May 22, 2013, May 30, 2013, May 31, 2013 and June 13, 2013 (the “Proxy Statement”);

WHEREAS, on May 30, 2013, DISH Acquisition Holding Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of DISH Network Corporation, a Nevada corporation (“DISH”), commenced a tender offer (the “DISH Tender Offer”) to purchase all outstanding shares of Class A Common Stock;

WHEREAS, a condition of the DISH Tender Offer is that the Company execute and deliver an Investor Rights Agreement (the “IRA”) to, among other things, grant to DISH, Purchaser or their respective affiliates the following rights (the “IRA Rights”):

Equityholders’ Agreement; (c) any related party transaction including with Sprint, unless such transaction is approved by the Company’s audit committee and, if larger than a certain, specified dollar amount, supported by a written fairness opinion from a nationally recognized investment banking firm; (d) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving the Company or Clearwire Communications or any issuance of capital stock of the Company or Clearwire Communications, in either case that constitutes a change of control of the Company or Clearwire Communications, or any sale or other disposition of all or more than a certain percentage of the consolidated assets of the Company or of Clearwire Communications; and (e) any bankruptcy, liquidation, dissolution or winding up of the Company, Clearwire Communications or any material Subsidiary of the Company;

WHEREAS, on June 12, 2013, the Company filed a Schedule 14D-9 (the “Schedule 14D-9”) with the SEC in which the Company disclosed that the Company’s Board of Directors and the Special Committee recommended that the holders of Class A Common Stock (other than DISH, Purchaser and their respective affiliates) accept the DISH Tender Offer, tender their shares of Class A Common Stock pursuant to the DISH Tender Offer and vote against all proposals set forth in the Proxy Statement;

WHEREAS, Sprint has entered into certain irrevocable voting and sale agreements (the “Voting and Sale Agreements”) with the stockholders of the Company identified therein (each, a “New Voting Party”), pursuant to which, among other things, (i) each New Voting Party has agreed to vote the shares of Class A Common Stock owned by each New Voting Party in favor of the adoption of the Merger Agreement at the Company Stockholders’ Meeting or any adjournment thereof at which the Merger Agreement is to be voted upon, and (ii) upon termination of the Merger Agreement pursuant to Section 6.1 thereof, each New Voting Party has agreed to sell to Sprint, and Sprint has agreed to purchase, the shares of Class A Common Stock owned by each New Voting Party at a price per share of Class A Common Stock equal to the Merger Consideration, in each case, as set forth in the Voting and Sale Agreements.

NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.1 General. This Amendment is made and delivered pursuant to the Merger Agreement. Except as otherwise provided herein, capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Merger Agreement (as amended by this Amendment).

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1.2 Definitions. As used herein, “Governance Rights” means the IRA Rights or any similar rights or any rights or benefits that are the same as or similar to the rights or benefits that are granted to the stockholders that are parties to the Company Equityholders’ Agreement.

2.1 Amendment to Paragraph B of the Recitals of the Merger Agreement. Paragraph B of the Recitals of the Merger Agreement is hereby amended by deleting “$3.40” therein and substituting therefor “$5.00”.

2.2 Amendments to Section 3.7 of the Merger Agreement.

2.3 Amendments to Section 4.3 of the Merger Agreement.

“The Company Stockholders’ Meeting will be convened on June 24, 2013 and immediately adjourned until July 8, 2013 (subject to any extension reasonably necessary to comply with applicable Law (including (x) to the extent required by the need to supplement or amend the Proxy Statement or otherwise acting to address any oral or written comments made by the SEC and (y) any delay pursuant to an order of a court of competent jurisdiction) or any delay required pursuant to Section 4.3(d) of this Agreement). The Company will cause all proxies solicited in connection with the Company Stockholders’ Meeting to be solicited in compliance with applicable Law. Sprint (subject to and without limiting its rights in the event of an Adverse Company Board Recommendation pursuant to Section 4.3(c)) and the Company (unless the Company shall have made an Adverse Company Board Recommendation pursuant to Section 4.3(c)) will each use their respective reasonable best efforts to solicit adoption of this Agreement, as amended, by the Company’s stockholders, including by jointly preparing letters, presentations and other solicitation materials, jointly conducting meetings with significant stockholders and taking such other actions as Sprint or the Company may request of the other party in good faith (subject in each case to the Company’s determination in good faith that such solicitation and any materials used therein comply with applicable Law).”

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2.4 Amendments to Section 6.1(c) of the Merger Agreement.

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2.5 Amendment to Section 6.2(a) of the Merger Agreement. Section 6.2(a) of the Merger Agreement is hereby amended by adding “the Voting and Sale Agreements,” after “the Note Purchase Agreement,”.

2.6 Amendments to Section 6.3 of the Merger Agreement. The Merger Agreement is hereby amended by adding a new Section 6.3(e) that reads as follows:

2.7 Amendment to Section 7.1 of the Merger Agreement. Section 7.1 is hereby amended by adding after the definition of “Unvested RSU” the following: “Voting and Sale Agreements” means those certain Voting and Sale Agreements, dated as of June 20, 2013, between Sprint and certain stockholders of the Company.”

3.1 Additional Representations of the Company. The Company hereby represents and warrants to the Sprint Parties as follows:

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3.2 Additional Representations of the Sprint Parties. The Sprint Parties hereby represent and warrant to the Company as follows:

4.1 Supplemental Proxy Materials; Schedule 13E-3 Amendment.

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4.2 Determinations by Company Board and Special Committee.

4.3 Termination of Discussions and Negotiations. Immediately following the execution of this Amendment, the Company will, and will instruct each Company Associate and each of its other representatives immediately to, (a) cease and cause to be terminated any and all discussions or negotiations between the Company and any Company Associate or any of the Company’s other representatives, on the one hand, and any Person (other than the Sprint Parties and their respective representatives), on the other hand, with respect to any Acquisition Proposal pending as of the date of this Amendment, (b) terminate in full any access of such Person and its representatives to nonpublic information, and (c) request the return or destruction of all nonpublic information furnished by the Company or each Company Associate or any of its other representatives to any Person or its representatives under any confidentiality or non-disclosure agreement entered into prior to the date of this Amendment in connection with any Acquisition Proposal. For the avoidance of doubt, with respect to any Acquisition Proposal made by any Person prior to the date of this Amendment, the provisions of the Merger Agreement will thereafter apply fully to such Person (and such Person’s Affiliates) as if such Person had not previously made any such Acquisition Proposal.

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4.4 Board of Directors.

4.5 Governance Rights.

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respect of, in lieu of, or in substitution for shares of its capital stock or other equity interests to DISH, Purchaser, or their respective Affiliates, or (iii) approve or recommend, or propose to approve or recommend, or execute and deliver, or enter into, the IRA or any Contract, letter of intent, or agreement in principle with DISH, Purchaser or their respective Affiliates, in each case to the extent that the actions contemplated by clause (i), clause (ii) or clause (iii) purport or propose to grant or provide, or are conditioned on the Company granting, to DISH, Purchaser or their respective Affiliates any Governance Rights.

4.6 Release from Standstill Provisions of the Company Equityholders’ Agreement.

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under Section 3.7(a) of the Company Equityholders’ Agreement, waives any rights the Company or its Affiliates have or may have pursuant to Section 3.7 of the Company Equityholders’ Agreement in connection with Sprint HoldCo or its Affiliates taking any of the actions restricted by Section 3.7(a) of the Company Equityholders’ Agreement, and consents to Sprint HoldCo and its Affiliates taking, and agrees that Sprint HoldCo and its Affiliates may take, any of the actions otherwise restricted by Section 3.7(a) of the Company Equityholders’ Agreement, such release, waiver, consent and agreement to become effective upon the written approval of, or the receipt of a similar release, waiver, consent or agreement from, each of the other parties to the Company Equityholders’ Agreement solely to the extent any such written approval or release, waiver, consent or agreement of such other party to the Company Equityholders’ Agreement is required pursuant to the Company Equityholders’ Agreement.

4.7 Effect of Termination. The provisions of Section 4.4 and Section 4.6 hereof will survive any termination of the Merger Agreement, and Section 6.2(a) of the Merger Agreement is hereby amended to, and deemed to, incorporate this Section 4.7.

4.8 Termination Rights. Sprint hereby waives any current right to terminate the Merger Agreement based on facts and circumstances arising exclusively prior to the date of this Amendment that it may be entitled to exercise as of the date of this Amendment.

4.9 Release of Claims; Standstill.

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assigns, past, present and future, in their capacity as such (each such person being a “Clearwire Released Person”), hereby forever fully, unconditionally and irrevocably releases, waives and forever discharges, and covenants not to sue, for any all claims, causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character (collectively, “Claims”) based on any event, fact, act, omission or failure to act by such Clearwire Released Person, whether known or unknown, occurring or existing prior to the execution of this Amendment (collectively, “Facts”) and arising out of or in connection with Sprint Nextel Corporation v. Dish Network Corporation, C.A. No. 8650-CS (the “Sprint Lawsuit”). For the avoidance of doubt, this waiver and release and covenant not to sue shall not include any Claims arising out of or related to any obligations under, or breach of, the Merger Agreement or the 4G MVNO Agreement, dated November 28, 2008, among Sprint, the Company and certain other parties thereto, as amended (“MVNO Agreement”).

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4.10 Indemnification. Sprint agrees to indemnify and hold harmless the Company and each Clearwire Released Person from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such person or entity may become subject relating to, arising out of or in connection the execution of this Amendment or its performance hereunder as a result of a claim by a party to the Company Equityholders’ Agreement that execution of the Voting and Sale Agreements violates Section 3.7 of the Company Equityholders’ Agreement.

5.1 Full Force and Effect. Except to the extent specifically amended herein or supplemented hereby, the Merger Agreement remains unchanged and in full force and effect, and this Amendment will be governed by and subject to the terms of the Merger Agreement, as amended by this Amendment. From and after the date of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Merger Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the Merger Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.

5.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SPRINT NEXTEL CORPORATION

By: /s/ Charles Wunsch

Name: Charles Wunsch

Title: General Counsel, SVP & Corp. Sec.

COLLIE ACQUISITION CORP.

By: /s/ Charles Wunsch

Name: Charles Wunsch

Title: President

CLEARWIRE CORPORATION

By: /s/ Erik Prusch

Name: Erik Prusch

Title: CEO