10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 001-34196

Clearwire Corporation

DELAWARE	56-2408571
(State Of Incorporation)	(I.R.S. ID)

4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033

(425) 216-7600

Securities registered pursuant to Section 12(b) of the Act:

CLASS A COMMON STOCK

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The Class A common stock of Clearwire Corporation began listing on the NASDAQ National Market System on December 1, 2008. There was no public market for the Company’s common stock prior to that date. As of March 18, 2009, there were 195,006,706 shares of Class A common stock and 528,823,529 shares of Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on June 18, 2009 are incorporated by reference into Part III.

CLEARWIRE CORPORATION AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K
For The Fiscal Year Ended December 31, 2008

Table of Contents

			Page
PART I
	Item 1.	Business		2
	Item 1A.	Risk Factors		25
	Item 1B.	Unresolved Staff Comments		44
	Item 2.	Properties		44
	Item 3.	Legal Proceedings		45
	Item 4.	Submission of Matters to a Vote of Security Holders		46
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		46
	Item 6.	Selected Financial Data		48
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		71
	Item 8.	Financial Statements and Supplementary Data		73
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		121
	Item 9A.	Controls and Procedures		121
		Report of Management on Internal Control over Financial Reporting
	Item 9B.	Other Information		121
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		122
	Item 11.	Executive Compensation		122
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		122
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		122
	Item 14.	Principal Accountant Fees and Services		122
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		122
		Signatures.		123
EX-4.2
EX-10.19
EX-10.20
EX-10.24
EX-10.26
EX-10.27
EX-10.28
EX-10.29
EX-10.30
EX-10.31
EX-10.32
EX-10.33
EX-10.34
EX-10.39
EX-10.40
EX-10.41
EX-21.1
EX-23.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-99.1

CLEARWIRE CORPORATION AND SUBSIDIARIES

PART I

Explanatory Note

On November 28, 2008, Clearwire Corporation (f/k/a New Clearwire Corporation), which we refer to as Clearwire or the Company, completed the transactions contemplated by the Transaction Agreement and Plan of Merger dated as of May 7, 2008, as amended, which we refer to as the Transaction Agreement, with Clearwire Legacy LLC (f/k/a Clearwire Corporation), which we refer to as Old Clearwire, Sprint Nextel Corporation, which we refer to as Sprint, Comcast Corporation, which we refer to as Comcast, Time Warner Cable Inc., which we refer to as Time Warner Cable, Bright House Networks, LLC, which we refer to as Bright House, Google Inc., which we refer to as Google, and Intel Corporation, which we refer to as Intel, and together with Comcast, Time Warner Cable, Bright House and Google, the Investors. For accounting purposes, the transactions, which we refer to as the Transactions, are treated as a reverse acquisition with the WiMAX business contributed from Sprint, which we refer to as the Sprint WiMAX Business, deemed to be the accounting acquirer. As a result, the financial results of Old Clearwire prior to November 28, 2008 are not included as part of the Company’s reported financial statements (although they are included as Exhibit 99.1 to this report, for informational purposes). The historical financial results of the Company prior to November 29, 2008 are those of the Sprint WiMAX Business. Except as otherwise noted, references to “we,” “us,” or “our” refer to Clearwire and its subsidiaries.

Special Note Regarding Forward Looking Statements

This Annual Report on Form 10-K, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains “forward-looking statements” that represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based, or the success of our business.

You should review carefully the section entitled “Risk Factors” for a discussion of these and other risks that relate to our business.

ITEM 1.   Business

Overview

We build and operate next generation wireless broadband networks that provide entire communities with high-speed residential and mobile Internet access services and residential voice services. Our wireless broadband networks not only create a new communications path into the home or office, but also provide a broadband connection anytime and anywhere within our coverage area.

As of December 31, 2008, we operated our networks in 51 markets in the United States and Europe covering approximately 18.2 million people, and as of December 31, 2008, we had approximately 475,000 wireless broadband subscribers, which we believe makes us the largest operator of next generation wireless broadband networks in the world. Our networks in the United States were deployed in 47 markets and covered an estimated 15.3 million people. On January 6, 2009, we commercially launched service in Portland, Oregon. Internationally, as of December 31, 2008, we offered our wireless broadband services in Ghent and Brussels, Belgium, Dublin, Ireland and Seville, Spain, where our network covered approximately 2.9 million people. Our markets range from major metropolitan areas to small cities and the surrounding areas. As of December 31, 2008, we offered Voice over Internet Protocol, which we refer to as VoIP, telephony services in 45 of our domestic pre-WiMAX markets and in February began offering voice service in Portland.

Our primary focus is expanding the geographic coverage of our wireless broadband networks in the United States to take advantage of our more than 43 billion MHz-POPS of spectrum in the 2.5 GHz band. We are currently engaged in the development and construction of markets throughout the United States covering more than 75 million people, as well as the long lead time cell site development work in other markets covering an additional 45 million people. We believe our current development activities will enable us to offer our services to as many as

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120 million people by the end of 2010. However, the ultimate scope and timing of our network build-out will largely be driven by our performance in our launched markets and the availability of additional capital, which is uncertain.

Our networks in our newest markets, Baltimore, Maryland and Portland, Oregon, utilize technology based on the IEEE mobile Worldwide Interoperability of Microwave Access 802.16e-2005, or mobile WiMAX, standards. In our remaining 50 markets, we currently operate networks based on pre-WiMAX technology. We intend to deploy mobile WiMAX technology in all of the markets we currently have under development and to upgrade most of our existing pre-WiMAX markets in the United States to mobile WiMAX technology over the next two years.

Mobile WiMAX technology enables us to offer mobile and fixed communications services over a single wireless network. We expect manufacturers to offer a number of embedded handheld communications and consumer electronic devices that will be enabled to communicate using our mobile WiMAX network. There are more than 40 subscriber devices that are mobile WiMAX certified already, and many more are currently in the mobile WiMAX certification process. We expect nearly 100 mobile WiMAX capable devices to be available by year end. We believe these devices will enable us to deliver a broader range of mobile communications services than we offer today.

Our services are both competitive with and complementary to existing wireline and wireless networks. Our subscribers are able to access the same rich content, applications and services as subscribers of wireline broadband services, while also experiencing much of the freedom and flexibility that large scale wireless networks enable. We believe our networks combine some of the best features of cellular, cable modem, DSL and Wi-Fi networks into a single service offering that legacy networks do not currently match. As of December 31, 2008, we offered Voice over Internet Protocol, which we refer to as VoIP, telephony services in 45 of our domestic pre-WiMAX markets and in February we began offering VoIP telephony services in Portland. As our capabilities evolve with the introduction of mobile WiMAX networks in new and existing markets, we also expect to develop and offer additional innovative and differentiated products and services. These may include services such as mobile broadcast video, video on demand for mobile media players, mobile video conferencing, advanced telematics, multiplayer online games and other services.

Based on early results in our two new mobile WiMAX markets, we believe customers are attracted to our wireless broadband services because our services are:

•  Fast.  We offer connectivity speeds that typically exceed cellular networks and we believe offer a competitive alternative to wireline broadband offerings.

•  Simple.  Our services are easy to acquire and use, with little or no professional installation typically required.

•  Mobile.  Unlike wireline networks, our customers have the ability to access our networks from anywhere within our coverage area.

•  Reliable.  We use licensed radio frequencies, or spectrum, which enables us to minimize interference common on certain wireless networks that use unlicensed or shared radio frequencies.

•  Affordable.  We offer a value proposition that is competitive while recognizing the unique benefits of our service offerings.

We believe that substantially all of the households we cover in the United States have access to cable modem and/or DSL Internet services, leading us to conclude that our historical subscriber growth rates reflect the mass market appeal and robust customer demand for our differentiated services, even in the presence of these wireline broadband alternatives. We believe demand for our services will expand to more mobile wireless uses with the advent of new form factors like PC express cards, USB modems and embedded chipsets in laptops and other mobile or portable devices.

We are an early stage company, and as such we are investing heavily in building our network and acquiring other assets necessary to expand our business. Old Clearwire and the Sprint WiMAX Business have a history of operating losses. Consequently, we expect to have significant losses in the future. As of December 31, 2008, our accumulated deficit was approximately $29.9 million, and the total principal amount due on our debt was approximately $1.41 billion.

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The Transactions and Corporate Structure

We were formed on November 28, 2008, as a result of the closing of the Transactions, which we refer to as the Closing. At the Closing:

•  Old Clearwire merged with and into an indirect subsidiary of Clearwire, with Old Clearwire surviving as a direct, wholly-owned subsidiary of Clearwire Communications, LLC, a subsidiary of Clearwire, which we refer to as Clearwire Communications. In the merger, each share of Old Clearwire’s common stock was converted into one share of Clearwire’s Class A Common Stock, par value $0.0001 per share, which we refer to as Clearwire Class A Common Stock, and each option and warrant to purchase shares of Old Clearwire Class A Common Stock was converted into one option or warrant, as applicable, to purchase the same number of shares of Clearwire Class A Common Stock on substantially the same terms.

•  Following the merger, Sprint contributed the Sprint WiMAX Business to Clearwire Communications in exchange for Class B non-voting common interests in Clearwire Communications, which we refer to as Clearwire Communications Class B Common Interests. Sprint also purchased, for $37,000 in cash, 370 million shares of Clearwire’s Class B Common Stock, par value $0.0001 per share, which we refer to as Clearwire Class B Common Stock. Immediately following the purchase by Sprint, Clearwire contributed the $37,000 that it received from Sprint to Clearwire Communications in exchange for 370 million voting equity interests in Clearwire Communications, which we refer to as Clearwire Communications Voting Interests.

•  Following completion of the merger and the Sprint contributions, Google invested $500 million in Clearwire in exchange for Clearwire Class A Common Stock. Clearwire then contributed the $500 million received from Google to Clearwire Communications in exchange for Clearwire Communications Voting Interests and Class A non-voting common interests in Clearwire Communications, which we refer to as Clearwire Communications Class A Common Interests.

•  Following completion of the merger and the Sprint contributions, the Investors, other than Google, invested a total of $2.7 billion in exchange for Clearwire Communications Voting Interests and Clearwire Communications Class B Common Interests. Immediately following this investment, each of the Investors, other than Google, contributed to Clearwire its Clearwire Communications Voting Interests in exchange for an equal number of shares of Clearwire Class B Common Stock.

In exchange for their investments, Google initially received 25 million shares of Clearwire Class A Common Stock and the other Investors received 135 million shares of Clearwire Class B Common Stock and an equivalent amount of Clearwire Communications Class B Common Interests. The number of shares of Clearwire Class A and Class B Common Stock and Clearwire Communications Class B Common Interests, as applicable, that the Investors were entitled to receive under the Transactions. Agreement was subject to a post-closing adjustment based on the trading price of Clearwire Class A Common Stock on NASDAQ over 15 randomly-selected trading days during the 30-day period ending on the 90th day after the Closing, or February 26, 2009, which we refer to as the Adjustment Date, with a floor of $17.00 per share and a cap of $23.00 per share. During the measurement period, Clearwire Class A Common Stock traded below $17.00 per share on NASDAQ, so on the Adjustment Date, Clearwire issued to Google an additional 4,411,765 shares of Clearwire Class A Common Stock and to the other Investors 23,823,529 shares of Clearwire Class B Common Stock and an equivalent number of additional Clearwire Communications Class B Common Interests to reflect the $17.00 final price per share. Furthermore, pursuant to a Subscription Agreement dated May 7, 2008, by and between the Company and CW Investment Holdings LLC, which we refer to as CW Investments, an entity affiliated with John Stanton, a director of the Company, on February 27, 2009, the Company sold 588,235 shares of Clearwire Class A Common Stock to CW Investments, at a price of $17.00 per share.

Following the completion of the Transactions, Sprint and the Investors, other than Google, own shares of Clearwire Class B Common Stock, which have equal voting rights to Clearwire Class A Common Stock, but have only limited economic rights. Unlike the holders of Clearwire Class A Common Stock, the holders of Clearwire Class B Common Stock have no right to dividends and no right to any proceeds on liquidation other than the par value of the Clearwire Class B Common Stock. Sprint and the Investors, other than Google, hold their economic rights through ownership of Clearwire Communications Class B Common Interests. Google owns shares of Clearwire Class A Common Stock. Each share of Clearwire Class B Common Stock plus one Clearwire Communications Class B Common Interest is convertible into one share of Clearwire Class A Common Stock.

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Clearwire holds all of the outstanding Clearwire Communications Class A Common Interests and Clearwire Communications Voting Interests, representing 27% of the economics (including the post-closing adjustments made on the Adjustment Date) and 100% of the voting rights of Clearwire Communications.

Including the post-closing adjustments made on the Adjustment Date, the ownership interests of Sprint and the Investors in us are as follows:

•  Sprint held 370,000,000 shares of Clearwire Class B Common Stock and an equivalent number of shares of Clearwire Communications Class B Common Interests, representing approximately 51.1% of the ownership interest in us.

•  Google held 29,411,765 shares of Clearwire Class A Common Stock, representing approximately 4.1% of the ownership interest in us.

•  Intel held 58,823,530 shares of Clearwire Class B Common Stock, an equivalent number of shares of Clearwire Communications Class B Common Interests, and 36,666,666 previously purchased shares of Clearwire Class A Common Stock, representing approximately 13.2% of the ownership interest in us.

•  Time Warner Cable held 32,352,941 shares of Clearwire Class B Common Stock and an equivalent number of shares of Clearwire Communications Class B Common Interests, representing approximately 4.5% of the ownership interest in us.

•  Comcast held 61,764,705 shares of Clearwire Class B Common Stock and an equivalent number of shares of Clearwire Communications Class B Common Interests, representing approximately 8.5% of the ownership interest in us.

•  Bright House held 5,882,353 shares of Clearwire Class B Common Stock and an equivalent number of shares of Clearwire Communications Class B Common Interests, representing approximately 0.8% of the ownership interest in us.

•  CW Investments held 588,235 shares of Clearwire Class A Common Stock, representing approximately 0.1% of the ownership interest in us.

At the Closing, Clearwire, Sprint, Eagle River Holdings, LLC, which we refer to as Eagle River, and the Investors entered into an Equityholders’ Agreement, which we refer to as the Equityholders’ Agreement, and which sets forth certain rights and obligations of the parties with respect to the governance of Clearwire, transfer restrictions on Clearwire Class A and Class B Common Stock, rights of first refusal and pre-emptive rights, among other things. As the holders of approximately 87.1% of the total voting power of Clearwire, Sprint, Eagle River and the Investors together effectively have control of Clearwire.

We currently conduct our operations through our domestic and international subsidiaries. We have three primary domestic operating subsidiaries that are wholly-owned, directly or indirectly, by Clearwire Communications: Clearwire US LLC, which operates our pre-WiMAX domestic markets and our mobile WiMAX market in Portland, Oregon; Clear Wireless Broadband LLC, which operates our mobile WiMAX market in Baltimore, Maryland; and Clear Wireless LLC, which will operate all of our planned future mobile WiMAX markets. Our spectrum leases and licenses in the United States are primarily held by separate holding companies. Internationally, our operations are conducted through Clearwire International, LLC, an indirect, wholly-owned subsidiary of Clearwire Communications, which indirectly holds investments in Europe and Mexico.

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The following is a diagram illustrating the structure of Clearwire, its subsidiaries and its stockholders as of February 28, 2009:

¹ Includes Intel with respect to Class B Common Stock and Clearwire Communications Class B Common Interests purchased as part of the Transactions.

² Includes Eagle River, Motorola, Bell Canada and Intel (with respect to shares held in Old Clearwire that were converted into Clearwire Class A Common Stock upon closing of the Transactions).

³ Sprint holds its equity interests in Clearwire and Clearwire Communications through Sprint HoldCo.

At the closing of the Transactions, we also entered into several commercial agreements with Sprint and the Investors, relating to, among other things, (i) the bundling and reselling of our WiMAX service and Sprint’s third generation wireless services, (ii) the embedding of WiMAX chipsets into various devices, and (iii) the development of Internet services and protocols. As a result of our entering into a 4G MVNO Agreement with affiliates of Sprint, Comcast, Time Warner Cable and Bright House, which we refer to as the 4G MVNO Agreement, a 3G MVNO Agreement with affiliates of Sprint, Comcast, Time Warner Cable and Bright House, which we refer to as the 3G MVNO Agreement, a Market Development Agreement with Intel, which we refer to as the Intel Market Development Agreement, and a Products and Services Agreement with Google, which we refer to as the Google Products and Services Agreement, we expect a portion of our revenues to be derived from our arrangements with our strategic partners, including Sprint and the Investors. Specifically, in the next 12 months, we expect that the 4G MVNO Agreement and the Intel Market Development Agreement will increase our distribution opportunities, thereby permitting us to expand our subscriber base and increase revenues. Additionally, we believe that certain other commercial agreements we have entered into with Sprint or Sprint affiliates will reduce the cost of operating

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our network due to decreased tower rental costs and lower core network infrastructure costs. These contracts will have a material impact on our results of operations as our network expands and covers a greater number of markets.

Business Strategy

We intend to grow our business by pursuing the following strategies:

•  Redefining the broadband user experience.  We plan to deliver a robust, rich and consistent communications experience to next generation devices capable of operating on our networks. We expect to offer our consumers and business customers a fast and mobile broadband connection that enables enhanced access to information, applications and online entertainment, while also creating new ways for people to communicate with each other. Our mobile WiMAX network is being designed to serve our subscribers’ Internet and voice communications needs, while also providing subscribers with the flexibility to access our services anywhere and anytime in our coverage area, whether at home, in the office or on the road. We expect that our subscribers will eventually be able to select from a number of service offerings, including Internet and voice communications service offerings, which will be designed to satisfy their varying needs. We expect our mobile broadband services to offer faster speeds, greater bandwidth and lower latency than are currently available from other wireless service providers and will also appeal to subscribers as simple, easy to buy and use, reliable and affordable.

•  Deploying our service broadly and increasing our subscriber base rapidly. We intend to broadly deploy our mobile broadband services in markets throughout the United States. We are targeting our mobile WiMAX network in the U.S. to cover up to 120 million people by the end of 2010. The timing and extent of our new market roll-outs will largely be determined by our performance in our launched markets and our access to additional funding. We believe that this deployment will enable us to rapidly increase our subscriber base. Our mobile WiMAX network should enable us to offer our mobile broadband services to a range of subscribers, from individuals, households and businesses to market segments that depend on mobile communications, such as public safety personnel, field salespeople, traveling professionals, contractors, real estate agents and others. Our services should allow us not only to target subscribers that desire a mobile network connection, but to offer a viable alternative to existing wireline services. To reach potential subscribers, we plan to offer our services through multiple sales channels, including direct and indirect sales representatives, company-owned retail stores, independent dealers, Internet sales, telesales, national retail chains embedding mobile WiMAX into consumer electronic devices, and wholesale arrangements with third parties, including our strategic partners. Additionally, under the commercial agreements with Sprint, we have the right to offer our subscribers access to Sprint’s network, which will expand the geographic area in which our subscribers that choose to purchase such access will be able to receive service while we are building our network. We are working with equipment vendors to develop dual mode devices that will enable these subscribers to access both our mobile WiMAX networks and those of Sprint.

•  Taking advantage of our leading spectrum position.  We believe we hold more wireless spectrum in the United States than any other mobile carrier, with holdings exceeding more than 43 billion MHz-POPs (defined as the product of the number of megahertz associated with a spectrum license multiplied by the estimated population of the license’s service area) of spectrum in the 2.5 GHz (2496-2690 MHz) band in our portfolio, including spectrum we own, lease or have pending agreements to acquire or lease. We hold approximately 150 MHz of spectrum on average in the largest 100 markets in the United States. In Europe, we continue to hold approximately 8.7 billion MHz-POPs of spectrum, predominantly in the 3.5 GHz band, with a varying amount of spectrum in each of our markets. We believe that consumers will demand greater access to information, applications and online entertainment over the Internet, each of which will require service providers to be able to offer greater bandwidth access. With our growing mobile WiMAX network and leading spectrum position, we believe that we are uniquely positioned to satisfy this demand. We believe that our significant spectrum holdings, both in terms of spectrum depth and breadth, in the 2.5 GHz band will be optimal for delivering broadband access services, and we believe that our substantial spectrum depth should allow us to offer premium services and data intensive multimedia content.

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•  Leveraging key strategic relationships.  We expect to benefit from our key strategic relationships with industry-leaders that have a strong track record of driving technology innovation, delivering premium content, and marketing compelling products and services to consumers, including Sprint, Intel, Google, Comcast, Time Warner Cable and Bright House. Each of Sprint, Comcast, Time Warner Cable and Bright House are entitled to market and resell wireless broadband services over our network as part of a defined bundle, subject to certain exceptions, under their own brand names to the more than 100 million people in the United States receiving their services, which we believe will lead to more rapid growth in the number of people using our network. In addition, we believe these relationships place us in an advantageous position with respect to access to existing wireless infrastructure, cutting-edge online applications and subscriber devices with embedded mobile WiMAX capabilities.

•  Offering premium value-added services and content.  We intend to generate incremental revenues, leverage our cost structure and improve subscriber retention by offering a variety of premium services and content over our network. We intend initially to focus on voice services as a primary premium service. As of December 31, 2008, we offer VoIP telephony services on a fixed basis to our subscribers’ homes and offices in 45 of our domestic markets. We currently also offer fixed VoIP telephony services in Portland, Oregon, and expect to offer mobile VoIP telephony services in each of our mobile WiMAX markets within two to three years. Other future service and content offerings may include live videoconferencing, online games and music broadcast programming, video on demand, and location based services. We believe that our planned mobile WiMAX deployment will enable us to offer additional premium services and content over our network as manufacturers develop and sell subscriber devices that take advantage of the capabilities of mobile WiMAX technology.

•  Achieving efficient economics.  We believe our economic model for deploying our network combines meaningful early coverage while optimizing the capital outlay required for us to build the network and obtain subscribers. We believe our business requires significantly lower fixed capital and operating expenditures relative to other wireless and wireline broadband service providers. Our deployment plan is based on replicable and scalable individual market builds, allowing us to repeat our build-out processes as we expand. Under our commercial agreements with Sprint, we expect to be able to leverage existing Sprint network infrastructure to both accelerate the build-out and reduce the costs of network deployment, including utilizing its towers, collocation facilities and fiber resources. We also expect to achieve lower subscriber acquisition costs due to manufacturers’ plans to embed mobile WiMAX chipsets into handheld communications and consumer electronic devices, such as notebook computers, netbooks, mobile Internet devices, or MIDs, PDAs, gaming consoles and MP3 players. This should reduce subscriber acquisition costs by reducing subsidies and leveraging manufacturers’ distribution networks. As our capabilities evolve, we also expect to generate incremental revenue from our subscriber base by developing and offering premium products and services, such as VoIP telephony services.

Services

As of December 31, 2008, we offer our services primarily in 47 markets throughout the United States and in 4 international markets. Our services today consist primarily of providing wireless broadband connectivity, and, as of December 31, 2008, in 45 of our domestic markets, we also offer fixed VoIP telephony services. Domestic sales accounted for approximately 87% of our service revenue for the year ended December 31, 2008, while our international sales accounted for approximately 13% of service revenue over the same period.

We plan to continue to offer our subscribers a number of Internet and voice services, including mobile services, as our primary service offerings. We also plan to offer value-added services through partnerships with device manufacturers/developers, value-added application developers, and content development companies. Unlike existing cellular networks, applications over our mobile WiMAX network will be Internet Protocol-based with open Application Programming Interfaces, which we refer to as APIs, which can be accessed on a variety of electronic devices. We believe this approach should encourage the continual creation of new applications and the services to support them. Among others, we expect to be able to eventually offer live videoconferencing, video on demand, online gaming and music broadcast programming and location-based services as value-added services.

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Clearwire Wireless Broadband Services

We believe that current Clearwire subscribers in our pre-WiMAX markets are attracted to our current wireless broadband services primarily because our existing networks combine certain features of cable modem, DSL and cellular networks into a single service offering at an attractive price. While we serve a large variety of subscribers, we believe that the majority of our subscriber base can be divided into the following broad categories:

•  subscribers who require a portable or mobile high-speed Internet connection, such as on-the-go professionals, field salespeople, contractors, public safety personnel and others;

•  subscribers who value the flexibility of a portable or mobile wireless broadband service;

•  subscribers who desire a simple way to obtain and use high-speed Internet access at a reasonable price; and

•  subscribers who are dissatisfied with other service offerings, often because of perceived or actual poor quality of service, slow speeds, price, the requirement to participate in undesired bundled offers, difficulty of installation or unsatisfactory customer service.

Based on a subscriber survey we conducted in the fourth quarter of 2008, approximately 60% of our new domestic subscribers in that quarter reported they were subscribers of either DSL or cable modem service at the time that they subscribed for our services, while approximately 20% of our new domestic subscribers in that month were Internet users migrating from dial-up to broadband and a small minority of our new domestic subscribers were subscribers of other services or they were first time Internet subscribers. As of December 31, 2008, approximately 73% of our United States subscribers in our pre-WiMAX markets selected one of our premium offerings that offer increased download speeds and additional features, such as our ClearPremium or ClearPremium Plus branded offerings.

In our pre-WiMAX markets in the United States and internationally, our subscribers generally make their payments through an automatic charge to a credit or debit card or bank account. In the future, we expect to offer additional forms of payment as we target new customer segments. For example, in the United States, we began implementing a point of sale system in 2009 and are now accepting cash payments at our Portland Clearwire retail outlets for those subscribers who prefer the convenience of paying with cash. We expect to offer the cash payment alternative with our future market launches.

To use our Clearwire wireless broadband services in our pre-WiMAX markets, our subscribers must obtain one of our residential modems or PC cards. Our subscribers generally lease a residential modem from us at a rate of $4.99 per month or a PC card at $6.99 per month in our United States markets. We also offer modems and PC cards for sale to those subscribers who prefer to own rather than lease. We require subscribers under our “no contract” payment plan to purchase a modem or PC card in order to subscribe for our broadband services.

As of December 31, 2008, we offered our VoIP telephony services in 45 out of our 46 domestic pre-WiMAX markets. We continue to explore options for deploying residential voice services in our international markets, but we do not have specific plans to deploy VoIP telephony services in those markets in the near term. In our pre-WiMAX markets where we offer VoIP telephony services, we are currently offering a single service plan that provides subscribers with unlimited local and long distance calling, including calls within the United States, Canada, and Puerto Rico, for a fixed monthly fee of $25 to $30 per month, with various promotional discounts available. Our VoIP telephony service permits calls outside these countries on a charge-per-call basis. Our VoIP telephony service package includes enhanced calling features such as voice mail, call waiting, 3-way calling and caller ID. Our service is also E911 compliant and offers number portability. In addition, our VoIP subscribers can set a range of telephony options online, such as call forwarding and call blocking. We provide optional email notification of voicemail messages through which a subscriber may choose to receive a voicemail message attached as a file to an email message.

Our VoIP telephony service is facilities-based, which means that the service is provided across our network and switches through infrastructure we control. We believe this allows us to deliver better average call quality than is generally available on non facilities-based VoIP systems, while using less data capacity.

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Clear Mobile Broadband Services

Our initial mobile WiMAX network was launched in September 2008 in Baltimore, Maryland. On January 6, 2009, we commercially launched our Clear^tm branded mobile broadband service in Portland, Oregon. We intend to deploy mobile WiMAX technology in all of the networks we currently have under development and to upgrade most of our existing pre-WiMAX markets to mobile WiMAX over the next two years.

We intend to offer potential subscribers a number of different service plans, with pricing available based on either a recurring subscription or a use-based (e.g., one-time, daily, weekly) billing model. We expect to initially offer plans that are specifically tailored for mobile use as well as separate plans for residential and business services. We also expect to introduce service bundles that will include multiple subscriptions for a single family or business.

In Portland, we currently offer a number of plans. Our mobile plans consist of a daily pass for a fixed fee, two limited use monthly plans where subscribers purchase a specified amount of data usage (e.g., 200 megabytes or 2 gigabytes) for a fixed price (with surcharges for excess data use) and an unlimited monthly plan that does not limit the amount of data usage, subject to our acceptable use policies. Our residential plans offer subscribers different maximum download and upload speeds at various price points. The business services we currently offer also include faster upload speeds for a fixed Internet access service and plans that bundle multiple mobile subscriptions.

We are working with equipment vendors to develop dual mode devices that will enable subscribers to access both our mobile WiMAX networks and those of Sprint. Under the commercial agreements with Sprint, we have the right to offer our subscribers access to Sprint’s CDMA and EVDO Rev. A networks, which will expand the geographic area in which our subscribers that elect to purchase this access will be able to receive service while we are building our network.

We also intend to offer a variety of premium services and content over our mobile WiMAX network. We intend to focus on voice services as our primary premium service. We plan to initially offer VoIP telephony services on a fixed basis to our subscribers’ homes and offices in each of our mobile WiMAX markets. In Portland, we currently offer fixed VoIP services for a fixed monthly fee of $25 per month. Within two years, we plan to offer mobile VoIP telephony services in each of our mobile WiMAX markets. Other future premium service and content offerings may include live videoconferencing, video on demand, online games and music broadcast programming and location based services. We believe that manufacturers will enable a broad array of handheld communications and consumer electronic devices to work on our mobile WiMAX network, which may include notebook computers, netbooks, MIDs, PDAs, gaming consoles, MP3 players, and other productivity and mobile Internet devices. As these products are introduced, we intend to explore offering new services designed to take advantage of the capabilities of these devices.

As with our current pre-WiMAX services, we intend to initially require our subscribers to generally make their payments through an automatic charge to a credit or debit card or bank account. However, we also expect to implement a point of sale system that will allow our subscribers to make cash payments, and we expect that we may offer additional forms of payment in the future as we target new customer segments.

Markets Served and Deployment

We use the term “market” to refer to one or more municipalities in a geographically distinct location in which we provide our services. Our markets range from major metropolitan areas to smaller cities and the surrounding areas.

We pursue market clustering opportunities which allow our customers to roam in areas of regional interest. A clustering strategy can also deliver cost efficiencies and sales and marketing synergies compared to areas in which markets are not deployed in a geographic cluster.

As of December 31, 2008, we offered our services in 47 markets in the United States covering an estimated 15.3 million people, and we had approximately 424,000 subscribers in the United States. The commercial launch of our Clear mobile broadband services covering an additional 1.6 million people over our mobile WiMAX network in Portland, Oregon occurred on January 6, 2009.

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Outside the United States, as of December 31, 2008, we offered our wireless broadband services in Ghent and Brussels, Belgium, Dublin, Ireland and Seville, Spain, where our network covers approximately 2.9 million people. As of December 31, 2008, we have approximately 51,000 subscribers in Belgium, Ireland and Spain. We also have minority investments in a company that offers services in Mexico.

We are in the process of expanding the geographic coverage of our wireless broadband networks to new markets throughout the United States. We also plan to upgrade most of our existing pre-WiMAX markets in the United States to mobile WiMAX over the next two years, but will continue to operate our pre-WiMAX network until it has been fully upgraded. During 2009, we expect to launch new markets such as Las Vegas, Atlanta, Chicago, Philadelphia and Dallas/Ft. Worth and to upgrade our largest existing markets, including Seattle, Honolulu and Charlotte to mobile WiMAX. If all of the markets currently under various stages of development are completed, our mobile WiMAX networks will cover as many as 120 million people. However, the ultimate scope and timing of our network build-out will largely be driven by our results in our launched markets and the availability of additional capital, which is uncertain.

Sales and Marketing

Our current marketing efforts include reliance on a full range of integrated marketing campaigns and sales activities, including advertising, direct marketing, public relations and events to support our sales channels. We have also offered promotional pricing plans and other financial incentives, such as gift cards, to lure new subscribers. We believe that we currently have a strong local presence in our markets, which enhances our ability to design marketing campaigns tailored to the preferences of the local community. We advertise across a broad range of media, including print, billboards, online, and radio and television broadcast media, with television only recently introduced selectively in some of our larger markets. We also conduct community awareness campaigns that focus on grass-roots marketing efforts, and host local community events where potential subscribers can experience our service.

We intend to take advantage of co-branding advertising and marketing opportunities with our strategic partners and equipment vendors. In some cases, these parties have made commitments to spend a certain amount on advertising and marketing efforts that include our services.

We currently use multiple distribution channels to reach potential subscribers, including:

Direct

We have hired salespeople and other agents to sell our services directly to consumers. Our direct sales and marketing efforts have included door to door sales, direct mailings and delivering door hangers to potential subscribers in our network coverage area. Our salespeople and agents also set up mobile kiosks at local community and sporting events and near retail establishments or educational institutions to demonstrate our services. Each of these salespeople and agents carries a supply of modems, so that a new subscriber can activate his or her account and receive equipment immediately. As of December 31, 2008, we employed approximately 290 salespeople in the United States. We generally compensate these employees on a salary plus commission basis. Our direct sales teams are expanding their focus to include acquiring small and medium sized business accounts as subscribers, particularly with the introduction of the PC cards and USB modems.

Indirect

Our indirect sales channels include a variety of authorized representatives, such as traditional cellular retailers, consumer electronics stores, satellite television dealers and computer sales and repair stores. These authorized representatives typically operate retail stores but, subject to our approval, can also extend their sales efforts online. Authorized representatives assist in developing awareness of and demand for our service by promoting our services and brand as part of their own advertising and direct marketing campaigns. We compensate these dealers primarily on the basis of commission. As of December 31, 2008, we had approximately 1,275 authorized representatives in the United States.

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We also offer our services pursuant to distribution agreements through national retail chains, and we believe that the percentage of our total sales from this indirect sales channel will continue to increase.

Clearwire Owned and Operated Retail Outlets

We market our products and services through a number of Clearwire-operated retail outlets, including retail stores, but primarily kiosks located in malls and shopping centers. We generally compensate the employees at these locations on an hourly basis plus commissions.

Internet and Telephone Sales

We direct prospective subscribers to our website or our telesales centers in our advertising. Our website is a fully functional sales channel where subscribers can check pricing and service availability, research service plans and activate accounts using a credit card. Prospective subscribers can also call into one of our telesales centers to activate service.

Embedded Devices

An important component of our distribution strategy includes embedding mobile WiMAX into consumer electronic devices, which is the current distribution model for Wi-Fi devices. As mobile WiMAX is a standards-based technology that is already being adopted internationally, chipset and device vendors and manufacturers are contemplating developing and integrating these chipsets into a number of consumer electronic devices such as notebook computers, netbooks, MIDs, PDAs, gaming consoles, MP3 players and other handheld devices. Vendors and manufacturers that have committed to mobile WiMAX include chip vendors such as Intel, Beceem Communications Inc., GCT Semiconductor, Inc, and Sequans Communications and device manufacturers such as Acer Inc., Dell Inc., ASUSTek Computer Incorporation, ZTE, ZyXEL Communications Inc., Fujitsu Limited, Samsung, Lenovo Group, Toshiba Corporation and Panasonic Corporation of North America. Embedding mobile WiMAX chipsets into consumer electronic devices is expected to provide greater exposure to potential subscribers who will be able to purchase devices compatible with our network through the vendors’ and manufacturers’ existing distribution channels. We believe that embedding mobile WiMAX technology into consumer electronic devices will enable those who purchase these devices to immediately activate services within our mobile WiMAX market coverage areas without the need for an external WiMAX module, professional installation or a separate visit to a Clearwire retail or other location.

Wholesale Distribution

We expect our wholesale arrangements to provide us with significant additional distribution channels for our services. Under the 4G MVNO Agreement with Sprint and the Investors, each of Sprint, Comcast, Time Warner Cable and Bright House, which we refer to collectively as the 4G MVNOs, and which collectively deliver services to more than 100 million people in the United States, are enabled to market and resell wireless broadband services over our network to their end user customers as part of a defined bundle, subject to certain exceptions. We expect the 4G MVNOs to resell our wireless broadband services under their own brand names. Any purchasers of wireless broadband services through the 4G MVNOs will remain customers of the 4G MVNOs, but we are entitled to receive payment directly from the 4G MVNOs for providing the wireless broadband services to those customers. In addition to the 4G MVNOs, Clearwire may seek to enter into other wholesale relationships with other third parties.

Customer Service and Technical Support

We are focused on providing a simple, yet comprehensive, set of set-up and self-service tools. The intent is to support an environment where customers acquire their mobile WiMAX devices from a variety of distribution channels and have the option to easily subscribe and initiate self-activation through an online web-based portal. However, while pursuing a self-service strategy, there will still be a need for live support for technical and non-technical customer issues.

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We believe reliable customer service and technical support are critical to attracting and retaining subscribers, and we currently provide the following support for all subscribers:

•  toll-free, live telephone and email-based assistance available seven days a week;

•  resources on our website that cover frequently asked questions and provide signal and networking tips;

•  online account access and, for VoIP telephony subscribers, web-based resources that allow them to control their telephony features and settings; and

•  a network of service technicians available to provide on-site customer assistance and technical support.

We operate two call centers. As of December 31, 2008 our Las Vegas, Nevada call center was staffed with approximately 185 customer service and technical support personnel, and our Milton, Florida call center was staffed with approximately 260 customer service representatives.

Our Networks

Overview

Our wireless broadband networks are telecommunications systems designed to support fixed, portable and mobile service offerings over a single network architecture. These telecommunications systems consist of three primary elements, including the radio access network, the network core and the backhaul network.

We currently operate networks based on pre-WiMAX radio access technology in 46 of our markets in the United States and all of our international markets. We recently introduced our first two markets in which we have deployed networks based on mobile WiMAX technology, Portland, Oregon and Baltimore, Maryland. We intend to deploy mobile WiMAX technology in all of the networks we currently have under development and to upgrade most of our existing pre-WiMAX markets to mobile WiMAX over the next two years. We believe that both our pre-WiMAX networks and our mobile WiMAX networks have certain key advantages over competing technologies that are currently available, such as:

•  simple self-installation by subscribers and provisioning of modems;

•  supports fixed, portable and mobile service offerings using a single network architecture;

•  easy network and tower installation and deployment requirements;

•  flexible and scalable IP based architecture capable of very high capacity and efficient Quality of Service;

•  a radio access technology that can service large metropolitan or small rural areas;

•  ability to provide overlapping coverage from multiple sites for reliable and robust connectivity; and

•  enhanced reliability and reduced latency provided by linking our towers via a microwave ring topology that carries the majority of our backhaul traffic over licensed and unlicensed frequencies.

Additionally, we will evaluate the option to deploy other technologies on our network that are complementary or, in certain cases, alternatives to mobile WiMAX. Technologies, such as Wi-Fi, may complement our mobile WiMAX network by allowing us to offer additional services to consumers. Additionally, once our commitment to deploy mobile WiMAX under the Intel Market Development Agreement lapses, we may elect to deploy alternative technologies to mobile WiMAX, if and when they become available, on our network either in place of, or together with, mobile WiMAX. We believe that due to our spectrum depth, common network core and inherent flexibility in the radio access architecture, deploying other technologies on our network would be easier and at a lower cost than building a new network.

Technology

Our pre-WiMAX networks, in both our domestic and international markets, rely on Expedience technology that supports delivery of any IP-compatible broadband applications, including high-speed Internet access and fixed VoIP telephony services. The Expedience system is a wireless IP-based, Ethernet platform that is also built around

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an orthogonal frequency-division multiplexing, which we refer to as OFDM, and Time Division Duplex, which we refer to as TDD, physical layer, which allows us to address two challenges that face wireless carriers, namely non-line of sight, which we refer to as NLOS, performance and frequency utilization.

Like the Expedience technology in our pre-WiMAX markets, mobile WiMAX is also a wireless IP-based, Ethernet platform that is also built around an OFDM and TDD physical layer. OFDM allows subdivision of bandwidth into multiple frequency sub-carriers so that data can be divided and transmitted separately to ensure a higher reliability of packet data reception at the receiving end. This characteristic of OFDM enables a 4G network to more efficiently serve subscribers in urban and suburban settings compared to existing 3G technologies. Unlike Frequency Division Duplex, which requires paired spectrum with guard bands, TDD only requires a single channel for downlink and uplink, making it more flexible for use in various global spectrum allocations. It also ensures complete channel reciprocity for better support of closed loop advanced antenna technologies like Multiple In Multiple Out, or MIMO, and beamforming. Additionally, TDD allows a service provider to maximize spectrum utilization by allocating up and down link resources appropriate to the traffic pattern over a given market. Finally, radio designs for TDD are typically less complex and less expensive to implement than FDD radios.

Relative to the other next generation wireless technologies, we believe mobile WiMAX also has the following advantages:

•  Open Standard.  Mobile WiMAX technology is based on the 802.16e-2005 IEEE standard. It is an open standard that builds off the success of the 802.11 IEEE family of standards more commonly known as Wi-Fi. We expect mobile WiMAX to attract many equipment vendors in the IT and consumer electronic industries just as Wi-Fi has done.

•  Time-to-Market.  Mobile WiMAX has a unique head start over other 4G technologies. The standards for Long Term Evolution, which we refer to as LTE, are expected to be ratified in March 2009, and as a result, we do not expect commercial LTE equipment to be widely deployed before 2010, at the earliest.

•  Expansive and Diverse Ecosystem.  The global support of WiMAX continues to build momentum with more than 300 WiMAX deployments now in 118 countries, and incumbent wireless operators in Russia and India recently announced additional commitments to deploy mobile WiMAX networks. While the device ecosystem for 2G and 3G cellular is primarily focused on telecommunications, the WiMAX ecosystem extends beyond telecommunications and includes the consumer electronics and PC industries.

Radio Access Network Components

The radio access network covers the “last mile” and connects our subscribers with our tower sites. In our pre-WiMAX markets, the Expedience radio access network is comprised of base station transceivers and modems used by our subscribers. The Expedience consumer premises equipment, or CPE, that operates on our pre-WiMAX network is a NLOS wireless modem that connects to any IP-based device, such as a computer or a Wi-Fi router, using a standard Ethernet connection. It is simple to install and requires no service provider configuration or support and no software download or installation. A subscriber need only connect the CPE to an external power source and to the subscriber’s computer. In addition to the CPE, we also offer our PC card in all of our United States pre-WiMAX markets.

The Expedience base station allows for 360 degree coverage by employing multiple transceivers and antennas on a single tower to maximize subscriber density and spectral efficiency. This setup is scalable, expandable and flexible, allowing us to control costs to promote efficient expansion as our subscriber base grows. Our base stations generally are located on existing communications towers, but can also be placed on rooftops of buildings and other elevated locations. We generally lease our tower locations from third parties.

We also use a network management system that incorporates a complete set of management tools to enable the configuration, management, monitoring and reporting of all network status elements. This system provides secure, centralized and remote configuration of base stations, CPE, switches and other network elements. The system reports to and alerts our system administrators to alarms and faults, and monitors system performance down to the individual CPE. It supports customizable report generation to track network performance, utilization and capacity.

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Our mobile WiMAX network consists of many of the same primary elements as Expedience, and includes base station transceivers and subscriber devices. For subscribers, we currently offer CPE and USB modems. Eventually, we anticipate manufacturers to sell a number of handheld communications and consumer electronic devices with embedded WiMAX chipsets that will be enabled to communicate using our mobile WiMAX network, such as notebook computers, netbooks, MIDs, PDAs, gaming consoles and MP3 players. Currently, there are more than 40 subscriber devices that are mobile WiMAX certified already, and many more currently in the mobile WiMAX certification process. We expect nearly 100 mobile WiMAX capable devices to be available by year end.

Backhaul Network

Our backhaul network is responsible for transmitting data and voice traffic between our tower sites and the network core. Operators have previously primarily relied upon wireline backhaul networks to handle this traffic. However, in most of our markets, whether the networks utilize pre-WiMAX, mobile WiMAX or some other technology, we intend to rely almost exclusively upon microwave backhaul. Our microwave backhaul network utilizes our spectrum to wirelessly transmit data traffic from one location to another, such as from our tower locations to our network core. We believe that microwave backhaul significantly reduces our backhaul expenses and improves our ability to scale our backhaul network as the amount of data traffic over our network grows, while at the same time maintaining the same or better reliability than wireline based backhaul networks.

Network Core

The network core routes the data traffic of our subscribers from our backhaul network to the Internet or, for our voice services, the public switched telephone network. The primary functions of the WiMAX core include:

•  authenticating and authorizing subscribers;

•  aggregating and routing traffic to and from the Internet:

•  subscriber provisioning and billing;

•  controlling IP addresses and connecting to the Internet; and

•  offering value-added services such as live video, location-based services, and music broadcast programming.

Network Management and Operational Support Systems (OSS)

We also use a network management system that incorporates a complete set of management tools to enable the configuration, management, monitoring and reporting of all network status elements. This system provides secure, centralized and remote configuration of base stations, CPE, switches and other network elements. The system reports to and alerts our system administrators to alarms and faults, and monitors system performance down to the individual CPE. It supports customizable report generation to track network performance, utilization and capacity.

Spectrum

Our network operates over licensed spectrum in our United States and international markets. Although several broadband technologies can operate in unlicensed or public access spectrum, we believe using licensed spectrum enables us to provide a consistently higher quality of service to our subscribers, without the interference that is typically associated with unlicensed frequency bands.

United States

In the United States, licensed spectrum is governed by the Federal Communications Commission, which we refer to as FCC, rules that provide a license holder with exclusive use of a specified spectrum frequency band and restrict interference from other licensees and spectrum users, providing some protection against interruption and degradation of service. Under FCC rules, unlicensed spectrum users do not have exclusive use of any frequencies, may not cause interference with the operations of any licensed operators and may suffer interference from others

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using licensed frequencies in overlapping geographic areas, making quality and availability of their services unpredictable.

We are designing our network in the United States to operate primarily on spectrum located within the 2496 to 2690 MHz band, commonly referred to as the 2.5 GHz band, which is designated for Broadband Radio Service, which we refer to as BRS, and Educational Broadband Service, which we refer to as EBS. Most BRS and EBS licenses are allocated to specific Geographic Service Areas, or GSA licenses. Other BRS licenses provide for 493 separate Basic Trading Areas, which we refer to as BTA licenses. Under current FCC rules, the BRS and EBS band in each territory is generally divided into 33 channels consisting of a total of 186 MHz of spectrum, with an additional eight MHz of guard band spectrum, which further protects against interference from other license holders. Under current FCC rules, we can access BRS spectrum either through outright ownership of a BRS license issued by the FCC or through a leasing arrangement with a BRS license holder. The FCC rules limit eligibility to hold EBS licenses to accredited educational institutions and certain governmental, religious and nonprofit entities, but permit those license holders to lease up to 95% of their capacity for non-educational purposes. Therefore, although we cannot hold an EBS license, we can access EBS spectrum through a long-term leasing arrangement with an EBC license holder. EBS leases entered into before January 10, 2005 may remain in effect for up to 15 years and may be renewed and assigned in accordance with the terms of those leases and the applicable FCC rules and regulations. The initial term of EBS leases entered into after January 10, 2005 is required by FCC rules to be coterminous with the term of the license. In addition, these leases typically give the leaseholder the right to participate in and monitor compliance by the license holder with FCC rules and regulations. EBS leases entered into after July 19, 2006 that exceed 15 years in length must give the licensee the right to reassess their needs every five years starting in year 15. Our EBS spectrum leases typically have an initial term equal to the remaining term of the EBS license, with an option to renew the lease for up to three renewal terms of ten years or less with respect to a final renewal term, for a total lease term of up to 30 years. In addition, we generally have a right of first refusal for a period of time after our leases expire or otherwise terminate to match another party’s offer to lease the same spectrum. Our leases are generally transferable.

We have BRS licenses and leases, as well as EBS leases, in a large number of markets across the United States. We believe that our significant spectrum holdings, both in terms of spectrum depth and breadth, in the 2.5 GHz band will be optimal for delivering our planned wireless broadband services. As of December 31, 2008, we believe that we are the largest holder of licensed wireless spectrum in the United States. As of December 31, 2008, we owned or leased, or had entered into agreements to acquire or lease, approximately 43 billion MHz-POPs of spectrum in the United States. Of our approximately 43 billion MHz-POPs of spectrum in the United States, we estimate that we own approximately 41% of those MHz-POPs with the remainder being leased from third parties, generally under lease terms that extend up to 30 years.

Our pending spectrum acquisition and lease agreements are subject to various closing conditions, some of which are outside of our control and, as a result, we may not acquire or lease all of the spectrum that is subject to these agreements. Nearly all of such closing conditions relate either to licensee or FCC consents, which we expect are likely to be granted. A limited number of our pending acquisition agreements are subject to closing conditions involving the resolution of bankruptcy or similar proceedings. As of December 31, 2008, we had minimum purchase commitments of approximately $47.8 million to acquire new spectrum.

We engineer our networks to optimize both the service that we offer and the number of subscribers to whom we can offer service. Upon the change to mobile WiMAX, we generally do not expect to launch our services in a market unless we control, through license or lease, a minimum of three contiguous blocks of 10 MHz of spectrum bandwidth. However, we expect the spectral efficiency of technologies we deploy to continue to evolve, and as a result, we may decide to deploy our services in some markets with less spectrum. Alternatively, we may find that new technologies and subscriber usage patterns make it necessary or practical for us to have more spectrum available in our markets prior to launching our services in that market.

We hold approximately 150 MHz of spectrum on average in the largest 100 markets in the United States. Our deep spectrum position in most of our markets is expected to enable us to offer faster download speeds and premium services and data-intensive multimedia content, such as videoconferencing, online games, streaming audio, video on demand and location-based services.

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International

We currently hold spectrum rights in Belgium, Germany, Ireland, Poland, Romania and Spain. We also hold a minority investment in a company that holds spectrum in Mexico. In each of Germany, Poland, Romania and Spain, our licenses cover the entire country. Our licenses in Belgium and Ireland cover a significant portion of the countries’ populations. We believe that each of the respective frequency bands in which we or are investees hold spectrum internationally are or will be suitable for our service. A summary of the international spectrum rights held by our subsidiaries and our equity investees is below, including the frequency band in which the spectrum is held, an estimate of the population covered by our spectrum in each country and the total MHz-POPs of our spectrum.

	Frequency		Licensed
Country	(GHz)		Population(1)		MHz-POPs(2)
			(In millions)		(In millions)
Subsidiaries
Belgium		3.5		10.4		1,040.0
Germany		3.5		82.5		3,465.0
Ireland		3.5/3.6		1.5		127.5
Poland		3.6		38.1		1,066.8
Romania		3.5		21.6		1,209.6
Spain		3.5		45.1		1,804.0

(1)	Estimates based on country population data derived from the Economist Intelligence Unit database.
(2)	Represents the amount of our spectrum in a given area, measured in MHz, multiplied by the estimated population of that area.

As in the United States, we engineer our international networks to optimize the number of users that the network can support while providing sufficient capacity and bandwidth. Thus far, we have chosen not to launch our services in a market using our current technology unless we control a minimum of 30 MHz of spectrum. However, we expect the spectral efficiency of technologies we deploy to continue to evolve, and as a result, we may decide to deploy our services in some markets with less spectrum. Alternatively, as in the United States, we could find that new technologies and subscriber usage patterns require us to have more spectrum than our current minimum available in our markets.

The International Telecommunications Union recently approved the technical requirements for 4G technology. The International Telecommunications Union has recommended that 4G technologies need at least 40 MHz of spectrum, and preferably up to 100 MHz of spectrum in each market, regardless of the frequency used, in order to provide sufficient channel width to enable the data throughput that 4G services will demand. We believe that our current spectrum holdings in most of our planned markets in the United States and in most of our international markets satisfy these standards.

Research and Development

Our research and development efforts have focused on the design of our network, enhancements to the capabilities of our network and the evolution of our service offerings. A significant portion of our research and development efforts involves working with the suppliers of our network infrastructure and subscriber equipment. We are currently working with Intel, Motorola, Samsung and other vendors to further develop network components and subscriber equipment for our mobile WiMAX network.

Our research and development focuses on three key areas, which include technical requirement assessment, network and performance validation, and interoperability testing, spanning access, backhaul, “Core” (i.e., the central aggregation points for our network), devices/chipsets, and back office systems. We continue to work toward improving the performance and functionality of this technology and products through our ongoing research and development activities. Several evolutionary products are currently in the early stages of development with radio access networks partners, including, among others, multi-carrier power amplifiers, remote radio head solutions, high power Picocells (which are base stations designed to cover a small area, such as within office buildings,

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shopping malls and airports), and beamforming solutions; however, there can be no assurance that these products will be developed as planned, or at all.

We spent approximately $2.2 million on a pro forma basis on research and development activities during the year ended December 31, 2008.

Suppliers

Motorola, which acquired Old Clearwire’s NextNet subsidiary in August 2006, is currently the only supplier of certain network components and subscriber equipment for the Expedience system deployed on our pre-WiMAX network. Thus, we are dependent on Motorola to produce the equipment and software we need for our pre-WiMAX network in a timely manner. For our mobile WiMAX network, we are using a number of suppliers for our network components and subscriber equipment, including Motorola and Samsung, among others.

Competition

The market for broadband services is highly competitive and includes companies that offer a variety of services using a number of different technological platforms, such as 3G cellular, cable, DSL, satellite, wireless Internet service and other emerging technologies. We compete with these companies on the basis of the ease of use, portability, speed, reliability, and price of our respective services.

Our principal competitors include wireless providers, cable and DSL operators, Wi-Fi and, prospectively, WiMAX providers, satellite providers and others.

Cellular and PCS Services

Cellular and personal communications services, which we refer to as PCS, carriers are seeking to expand their capacity to provide data and voice services that are superior to ours. These providers have substantially broader geographic coverage than we have and, for the foreseeable future, than we expect to have. Carriers such as AT&T Inc., which we refer to as AT&T, and Verizon Wireless Inc., which we refer to as Verizon Wireless, among others, have announced plans to deploy LTE which, when developed, may deliver performance that is similar to, or better than, or may be more widely accepted than the mobile WiMAX technology we are currently committed to deploy. Although we do not expect LTE networks to be in commercial operation in the near term, Verizon Wireless has stated that, starting in 2009 and beyond, it plans to deploy LTE on its network. If one or more of these providers can deploy technologies, such as LTE, that compete effectively with our services, the mobility and coverage offered by these carriers will provide even greater competition than we currently face.

Cable Modem and DSL Services

We compete with companies that provide Internet connectivity through cable modems or DSL. Principal competitors include cable companies, such as our Investors, Time Warner Cable and Comcast, as well as incumbent telephone companies, such as AT&T, Sprint, Qwest Communications International, Inc. and Verizon Communications, Inc.

Wireless Broadband Service Providers

We also face competition from other wireless broadband service providers that use licensed spectrum. Moreover, if our technology is successful and garners widespread support, we expect these and other competitors to adopt or modify our technology or develop a technology similar to ours. We believe that, as network infrastructure based on mobile WiMAX technology becomes commercially available and manufacturers develop and sell handheld communications and consumer electronic devices that are enabled to communicate using mobile WiMAX networks, other network operators will introduce mobile WiMAX services comparable to ours in both our domestic and international markets.

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Satellite

Satellite providers like WildBlue Communications, Inc. and Hughes Communications, Inc. offer broadband data services that address a niche market, mainly less densely populated areas that are unserved or underserved by competing service providers. Although satellite offers service to a large geographic area, latency caused by the time it takes for the signal to travel to and from the satellite may challenge the ability to provide some services, such as VoIP, and reduces the size of the addressable market.

WISPs and Wi-Fi

We also compete with other wireless Internet service providers, which we refer to as WISPs, that use unlicensed spectrum. In addition to these commercial operators, many local governments, universities and other governmental or quasi-governmental entities are providing or subsidizing Wi-Fi networks over unlicensed spectrum, in some cases at no cost to the user. Unlicensed spectrum may be subject to interference from other users of the spectrum, which can result in disruptions and interruptions of service. We rely exclusively on licensed spectrum for our network and do not expect significant competition from providers using unlicensed spectrum to deliver services to their customers.

International

In our international markets, we generally face competition from incumbent telecommunications companies that provide their own wireless broadband or VoIP telephony services, as well as from other companies that provide Internet connectivity services. Although in certain European countries, incumbent telecommunications companies may have a dominant market share based on their past status as the single operator of telecommunications services in a particular country, these incumbent telecommunications companies rely on systems initially designed for voice transmission which have been upgraded to provide wireless broadband services.

Other

We believe other emerging technologies may also enter the broadband services market. For example, certain Internet service providers are working with electric distribution utilities to install broadband over power line, which we refer to as BPL, technology on electric distribution lines to provide broadband services. These Internet service and BPL providers are potential competitors. BPL technology may turn electrical lines into large unshielded transmitting antennas that would allow transmission of data over these lines, but could potentially create interference with some wireless networks.

Regulatory Matters

Overview

The regulatory environment relating to our business and operations is evolving. A number of legislative and regulatory proposals under consideration by federal, state and local governmental entities may lead to the repeal, modification or introduction of laws or regulations that could affect our business. Significant areas of existing and potential regulation for our business include broadband Internet access, telecommunications, interconnected VoIP telephony service, spectrum regulation and Internet taxation.

Broadband Internet Access Regulation

The result of recent court decisions and the FCC’s 2005 classification of wireline broadband Internet access service as an “information service,” rather than a “telecommunications service” resulted in allowing both DSL and cable modem providers to retain exclusive use of their broadband Internet access lines without having to open them up to competing Internet service providers. This regulatory framework may encourage independent Internet service providers to explore other options for broadband Internet access, including wireless services.

On September 23, 2005, the FCC released an Internet Policy Statement outlining its general views toward ensuring that broadband networks are widely deployed, open, affordable and accessible to all consumers. It adopted four principles to encourage broadband deployment and preserve and promote the open and interconnected nature

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of the public Internet, and suggested that it would incorporate these principles into its ongoing policy-making activities. On March 22, 2007, the FCC initiated an inquiry into the performance of the broadband marketplace under the FCC’s 2005 Internet Policy Statement. In this inquiry, the FCC also seeks comment on whether the Policy Statement should incorporate a new principle of nondiscrimination and, if so, how such a nondiscrimination principle would be defined and applied. On January 14, 2008, the FCC sought comment on two petitions related to its Internet Policy Statement seeking FCC determinations that further define its four broadband principles as well as what practices constitute reasonable broadband network management.

On November 7, 2006, the FCC issued an order classifying broadband power lines, which we refer to as BPL, Internet access service as an “information service.” Like cable modem and DSL service, the broadband transmission component of BPL Internet access service is not required to be offered as a telecommunications service.

On March 23, 2007, the FCC adopted a Declaratory Ruling that wireless broadband services are information services regulated under Title I of the Communications Act and that mobile Internet access service is not a “commercial mobile service,” under section 332 of the Act, even when offered using mobile technologies.

On August 20, 2008, the FCC released an enforcement order finding that under the specific facts of a complaint before it, a certain network management practice of a broadband provider violated the 2005 Internet Policy Statement.

Telecommunications Regulation

The FCC has classified Internet access services generally as interstate “information services” rather than as “telecommunications services” regulated under Title II of the Communications Act. Accordingly, many regulations that apply to telephone companies and other common carriers currently do not apply to our wireless broadband Internet access service. For example, we are not currently required to contribute a percentage of gross revenues from our Internet access services to the Universal Service Fund, which we refer to as USF, used to support local telephone service and advanced telecommunications services for schools, libraries and rural health care facilities. Internet access providers also are not required to file tariffs with the FCC, setting forth the rates, terms and conditions of their Internet access service offerings. The FCC, however, is currently considering whether to impose various consumer protection obligations, similar to Title II obligations, on broadband Internet access providers, including DSL, cable modem and wireless broadband providers. These requirements may include obligations related to truth-in-billing, slamming, discontinuing service, customer proprietary network information and federal USF mechanisms. The FCC is also considering whether to impose automatic roaming obligations on wireless broadband service providers similar to the obligations currently imposed on commercial mobile radio services, which we refer to as CMRS, providers. Internet access providers are currently subject to generally applicable state consumer protection laws enforced by state Attorneys General and general FTC consumer protection rules.

The FCC has not yet classified interconnected VoIP services as either information services or telecommunications services under the Communications Act. Nonetheless, the FCC has imposed certain mandates upon VoIP service providers that in the past applied only to telecommunications services. In November 2004, the FCC determined that regardless of their regulatory classification, certain interconnected VoIP services qualify as interstate services with respect to economic regulation. The FCC preempted state regulations that address such issues as entry certification, tariffing and E911 requirements, as applied to certain interconnected VoIP services. On March 21, 2007, the United States Court of Appeals for the Eighth Circuit affirmed the FCC’s November 2004 Order with respect to these VoIP services, particularly those having portable or nomadic capability. The jurisdictional classification of other types of interconnected VoIP services, particularly “fixed” services, remains uncertain at this time.

In June 2006, the FCC determined that all “interconnected” VoIP services are required to contribute a percentage of interstate gross revenues to the USF beginning October 1, 2006. On June 1, 2007, the United States Court of Appeals for the District of Columbia Circuit upheld the FCC’s order that interconnected VoIP providers contribute to the USF on the basis of a 64.9% safe harbor or on the basis of actual traffic studies. The court vacated the portions of the order mandating that VoIP providers using traffic studies get the traffic studies pre-approved by the FCC. Our VoIP service qualifies as “interconnected VoIP” for purposes of USF regulation and therefore is

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subject to this fee which may be passed on to our subscribers. We have incorporated this fee requirement into our VoIP billing system and collect and remit federal USF payments.

The FCC is conducting a comprehensive proceeding to address all types of IP-enabled services, including interconnected VoIP service, and to consider what regulations, if any, should be applied to such services, as use of broadband services becomes more widespread. In June 2005, the FCC adopted the first set of regulations in this comprehensive IP-enabled proceeding, imposing E911-related requirements on interconnected VoIP service providers as a condition of offering such service to consumers. The FCC defined “interconnected VoIP service” as voice service that: (1) enables real-time, two-way voice communications; (2) requires a broadband connection from the user’s location; (3) requires IP-compatible CPE; and (4) permits users generally to receive calls that originate on and terminate to the public switched telephone network, which we refer to as PSTN. Effective November 28, 2005, all interconnected VoIP providers are required to transmit, via the wireline E911 network, all 911 calls, as well as a call-back number and the caller’s registered location for each call, to the appropriate public safety answering point, provided that the public safety answering point is capable of receiving and processing that information. In addition, all interconnected VoIP providers must have a process to obtain a subscriber’s registered location before activating service, and a process to allow their subscribers to update their registered location immediately if the subscriber moves the service to a different location. Interconnected VoIP providers are also required to prominently and in plain English advise subscribers of the manner in which dialing 911 using VoIP service is different from dialing 911 service using traditional telephone service, and to provide warning labels with VoIP CPE. On May 31, 2007, the FCC initiated a proceeding proposing to adopt additional E911 obligations for providers of interconnected VoIP service that a customer may use at more than one location including a requirement to automatically identify subscribers’ physical locations through an automatic location technology that meets the same accuracy standards that apply to providers of CMRS. The FCC has also proposed to tighten the current accuracy standards into a single, technology neutral standard and to clarify the geographic area over which wireless E911 providers must satisfy the E911 accuracy requirements. E911 service for interconnected VoIP service is also subject to E911 funding obligations in certain states.

On April 2, 2007, the FCC released an Order imposing, pursuant to its ancillary authority under Title I, the Communications Act’s Section 222, CPNI requirements on interconnected VoIP providers. CPNI includes call detail information about a customer gained by the service provider as a result of providing the service, and includes such information as telephone numbers called, duration of such calls, and calling patterns. In this same Order, the FCC adopted new CPNI obligations designed to prevent fraud, unauthorized access to a customer’s CPNI, and other abuses of customer privacy, including specific required customer and law enforcement notification, annual certification, and explicit consent requirements. These new CPNI rules which became effective on December 8, 2007 are applicable to all providers subject to Section 222, including interconnected VoIP providers, such as Clearwire.

On May 31, 2007, the FCC also adopted new rules requiring interconnected VoIP service and equipment providers to comply with the same disability-access regulations that apply to traditional telephony service and equipment under Section 255 of the Communications Act, including the designation of an agent for the receipt and handling of accessibility complaints and inquiries. In addition, the FCC adopted requirements that interconnected VoIP providers contribute to the Telecommunications Relay Service, which we refer to as TRS, fund, and provide 711-dialing for hearing and speech-impaired individuals to reach a local TRS provider pursuant to Section 225 of the Act. While these requirements became effective on October 5, 2007, the FCC waived two specific TRS requirements for interconnected VoIP providers for six months — the requirement to transmit 711 calls to a geographically appropriate relay provider and the requirement that a traditional TRS provider route emergency-related VoIP 711 calls to the geographically appropriate public safety answering points. The commission also sought comment on various requests for a more permanent waiver of the TRS rules to VoIP providers.

On November 8, 2007, the FCC released an order extending local number portability requirements to interconnected VoIP providers and clarifying that local exchange carriers and CMRS providers have an obligation to port numbers to VoIP providers. At the same time the FCC requested comment on extending porting timeframes to VoIP providers, among other requirements. These rules became effective March 24, 2008.

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The FCC is considering additional regulations, including what intercarrier compensation regime should apply to interconnected VoIP traffic over the PSTN. Accordingly, our costs to provide VoIP service may increase, which will impact our pricing decisions in relation to our competitors and our profit margins, if any.

On August 5, 2005, the FCC adopted an Order finding that both facilities-based broadband Internet access providers and interconnected VoIP providers are subject to CALEA, which requires service providers covered by that statute to build certain law enforcement surveillance assistance capabilities into their communications networks and to maintain CALEA-related system security policies and procedures. On May 3, 2006, the FCC adopted an additional Order addressing the CALEA compliance obligations of these providers. In that order, the FCC: (1) affirmed the May 14, 2007 assistance-capability compliance deadline; (2) indicated compliance standards are to be developed by the industry within the telecommunications standards setting bodies working together with law enforcement; (3) permitted the use of certain third parties to satisfy CALEA compliance obligations; (4) restricted the availability of compliance extensions; (5) concluded that facilities-based broadband Internet access providers and interconnected VoIP providers are responsible for any CALEA development and implementation costs; (6) declared that the FCC may pursue enforcement action, in addition to remedies available through the courts, against any non-compliant provider; and (7) adopted interim progress report filing requirements. The FCC required facilities-based broadband Internet access providers and interconnected VoIP providers to comply with CALEA’s assistance capability requirements by May 14, 2007. We believe we have taken the necessary actions to be in compliance with these requirements.

Regulatory policies applicable to broadband Internet access, VoIP and other IP-services are continuing to develop, and it is possible that our broadband Internet access and VoIP services could be subject to additional regulations in the future. The extent of the regulations that will ultimately be applicable to these services and the impact of such regulations on the ability of providers to compete are currently unknown.

Spectrum Regulation

The FCC routinely reviews its spectrum policies and may change its position on spectrum allocations from time to time. On July 29, 2004, the FCC issued rules revising the band plan for BRS and EBS and establishing more flexible technical and service rules to facilitate wireless broadband operations in the 2496 to 2690 MHz band. The FCC adopted new rules that (1) expand the permitted uses of EBS and BRS spectrum so as to facilitate the provision of high-speed data and voice services accessible to mobile and fixed users on channels that previously were used primarily for one-way video delivery to fixed locations; and (2) change some of the frequencies on which BRS and EBS operations are authorized to enable more efficient operations. These new rules streamlined licensing and regulatory burdens associated with the prior service rules and created a “PCS-like” framework for geographic licensing and interference protection. Under the new rules, existing holders of BRS and EBS licenses and leases generally have exclusive rights over use of their assigned frequencies to provide commercial wireless broadband services to residences, businesses, educational and governmental entities within their geographic markets. These rules also require BRS licensees, including us, to bear their own expenses in transitioning to the new band plan and, if they are seeking to initiate a transition, to pay the costs of transitioning EBS licensees to the new band plan. The transition rules also provide a mechanism for reimbursement of transaction costs by other operators in the market. Additionally, the FCC expanded the scope of its spectrum leasing rules and policies to allow BRS and EBS licensees to enter into flexible, long-term spectrum leases.

On April 21, 2006, the FCC issued an Order adopting comprehensive rules for relocating incumbent BRS operations in the 2150 to 2162 MHz band. These rules will further facilitate the transition to the new 2.5 GHz band plan. This Order is currently subject to Petitions for Reconsideration and judicial appeal.

On April 27, 2006, the FCC released a further Order revising and clarifying its BRS/EBS rules. Significantly, the FCC generally reaffirmed the flexible technical and operational rules on which our systems are designed and operating. The FCC clarified the process of transitioning from the old spectrum plan to the new spectrum plan, but reduced the transition area from large “major economic areas,” to smaller, more manageable “basic trading areas.” Proponents seeking to initiate a transition to the new band plan will be given a 30-month timeframe within which to notify the FCC of their intent to initiate a transition, followed by a three-month planning period and an 18-month transition completion period. In markets where no proponent initiates a transition, licensees will be permitted to

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self-transition to the new band plan. The FCC adopted a procedure whereby the proponent will be reimbursed for the value it adds to a market through reimbursement by other commercial operators in a market, on a pro-rata basis, after the transition is completed and the FCC has been notified.

The FCC also clarified the procedure by which BRS and EBS licensees must demonstrate substantial service, and required them to demonstrate substantial service by May 1, 2011. Substantial service showings demonstrate to the FCC that a licensee is not warehousing spectrum. If a BRS or EBS licensee fails to demonstrate substantial service by May 1, 2011, its license may be canceled and made available for re-licensing.

The FCC reaffirmed its decision to permit mobile satellite service providers to operate in the 2496 to 2500 MHz band on a shared, co-primary basis with BRS licensees. It also concluded that spectrum sharing in the 2496 to 2500 MHz band between BRS licensees and a limited number of incumbent licensees, such as broadcast auxiliary service, fixed microwave and public safety licensees, is feasible. It therefore declined to require the relocation of those incumbent licensees in the 2496 to 2500 MHz band. Additionally, the FCC reaffirmed its conclusion that BRS licensees can share the 2496 to 2500 MHz band with industrial, scientific and medical devices because such devices typically operate in a controlled environment and use frequencies closer to 2450 MHz. The FCC also reaffirmed its decision to permit low-power, unlicensed devices to operate in the 2655 to 2690 MHz band, but emphasized that unlicensed devices in the band may not cause harmful interference to licensed BRS operations. Previously, low-power, unlicensed devices were permitted to operate in the 2500 to 2655 MHz band, but not in the 2655 to 2690 MHz band.

Finally, the FCC reaffirmed the application of its spectrum leasing rules and policies to BRS and EBS, and ruled that new EBS spectrum leases may provide for a maximum term (including initial and renewal terms) of 30 years. The FCC further required that new EBS spectrum leases with terms of 15 years or longer must allow the EBS licensee to review its educational use requirements every five years, beginning at the fifteenth year of the lease.

On March 20, 2008, the FCC released a further order revising, clarifying and reconsidering certain of its BRS/EBS rules as well as seeking comment on additional matters. The order generally affirmed the technical rules adopted by the FCC in 2004 and modified in 2006, except for some minor adjustments. In addition, it clarified that licensees should use the “splitting-the-football” methodology to divide overlapping geographic service areas for EBS licenses that expired and are later reinstated. This could impact the geographic service areas in which we are able to deploy service.

The FCC determined that it would use its existing auction rules to auction the over 70 unassigned BRS BTA spectrum licenses. The FCC has not yet established a date for this auction. The FCC also reinstated a Gulf of Mexico service area for the BRS band, the boundary of which will be 12 nautical miles from the shore, which will be divided into three zones for licensing purposes. BRS licensees in the Gulf of Mexico will be subject to the same service and technical rules that apply to all other BRS licensees. This may have an impact on Clearwire’s ability to deploy service in areas near the Gulf of Mexico.

Finally, the FCC clarified that EBS leases executed before January 10, 2005 cannot run in perpetuity and are limited to 15 years. In making this clarification, the FCC affirmed its general policy that it should not become enmeshed in interpreting private contracts. In discussing its prior rulings governing the maximum EBS lease term, the FCC referred to previous statements regarding EBS lease terms that it has never made before which may affect some of our lease rights if not subsequently reconsidered. These will have an impact on some existing leases that had been entered into prior to January 10, 2005. Petitions for reconsideration of this issue are currently pending.

The FCC sought further comment on how to license the available and unassigned “white spaces” in the EBS spectrum band, including whether and how to license EBS spectrum in the Gulf of Mexico. The FCC noted that public and educational institutions that are eligible to hold EBS licenses may be constrained from participating in competitive bidding. These issues remain unresolved by the FCC.

We believe that the FCC’s BRS/EBS rules will enable us to pursue our long-term business strategy, although it is possible that these rules may be interpreted in a manner materially adverse to our business. In addition, these rules may be amended in a manner that materially and adversely affects our business.

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In June 2006, the Federal Aviation Administration, which we refer to as the FAA, proposed regulations governing potential interference to navigable airspace from certain FCC-licensed radio transmitting devices, including 2.5 GHz transmitters. These regulations would require FAA notice and approval for new or modified transmitting facilities. If adopted, these regulations could substantially increase the administrative burden and costs involved in deploying our service.

In certain international markets, our subsidiaries are subject to rules that provide that if the subsidiary’s wireless service is discontinued or impaired for a specified period of time, the spectrum rights may be revoked.

Clearwire/Sprint Transaction Regulation

The FCC’s order approving the Transactions was released on Nov. 7, 2008. A “Petition for Reconsideration” of the order was filed by the Public Interest Spectrum Coalition, which we refer to as PISC, on December 8, 2008 and is currently pending at the FCC. In its petition, PISC expressed its support for the FCC’s decision to approve the Transactions but asked the FCC on reconsideration to 1) remove BRS spectrum from the screen the FCC used to analyze the competitive effect of the proposed transaction; and 2) impose a condition on us to ensure that we follow through on our commitment to build and operate an open network consistent with the FCC’s 2005 Internet Policy Statement by subjecting Clearwire’s third-party contractual arrangements to review. We opposed PISC’s petition but also noted that the PISC petition’s narrow scope eliminated any need for the FCC to subject its decision to approve the Transactions to further review.

In connection with the FCC’s approval of the Transactions, we committed to meet the Sprint Nextel Merger Order conditions that require Sprint to offer service in the 2.5 GHz band to a population of no less than 15 million Americans by August 7, 2009. This deployment will include areas within a minimum of nine of the nation’s most populous 100 BTAs and at least one BTA less populous than the nation’s 200th most populous BTA. In these ten BTAs, the deployment will cover at least one-third of each BTA’s population. The parties further committed to offer service in the 2.5 GHz band to at least 15 million more Americans in areas within a minimum of nine additional BTAs in the 100 most populous BTAs, and at least one additional BTA less populous than the nation’s 200th most populous BTA, by August 7, 2011. In these additional ten BTAs the deployment will cover at least one-third of each BTA’s population. We expect to satisfy each of these conditions with our existing markets and our planned new markets.

Internet Taxation

The Internet Tax Freedom Act, which was signed into law in October 2007, renewed and extended until November 2014 a moratorium on taxes on Internet access and multiple, discriminatory taxes on electronic commerce under the Internet Tax Freedom Act. This moratorium was scheduled to expire in November 2007, and its extension preserved the “grandfathering” of states that taxed Internet access before October 1998 to allow them to continue to do so. The moratorium does not apply to taxes levied or measured on net income, net worth or property value and does not extend to a tax on telecommunications services. Certain states have enacted various taxes on Internet access or electronic commerce, and selected states’ taxes are being contested. State tax laws may not be successfully contested and future state and federal laws imposing taxes or other regulations on Internet access and electronic commerce may arise, any of which could increase the cost of our services and could materially and adversely affect our business.

Intellectual Property

We review our technological developments with our technology staff and business units to identify and capture innovative and novel features of our core technology that provide us with commercial advantages and file patent applications as necessary to protect these features both in the United States and elsewhere. We hold 31 issued United States patents, and we also have well over 100 pending United States patent applications. We currently hold 22 issued patents and have numerous pending patent applications in various foreign jurisdictions. Assuming that all maintenance fees and annuities continue to be paid, the United States patents expire on various dates from 2017 until 2027.

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With respect to trademarks, “Clearwire” and the associated Clearwire corporate logo, “ClearBusiness,” “ClearClassic,” “ClearPremium” and “ClearValue” are among our registered trademarks in the United States, and we have issued or pending trademark registrations covering additional trademarks in the United States and all countries of the European Union and eight other jurisdictions.

Employees

As of December 31, 2008, we had approximately 1,450 employees in the United States and approximately 185 employees in our international operations. On January 1, 2009, we added approximately 330 additional employees that joined us from the Sprint WiMAX Business.

Our employees enter into agreements containing confidentiality restrictions. We have never had a work stoppage and no employees are represented by a labor organization. We believe our employee relations are good.

Our Corporate Information

We are a Delaware corporation. Our principal executive offices are located at 4400 Carillon Point, Kirkland, Washington 98033, and our telephone number is (425) 216-7600. Our website address is http://www.clearwire.com.

ITEM 1A.   Risk Factors

We are an early stage company, and we expect to continue to realize significant net losses for the foreseeable future.

We are at an early stage of implementing our business strategy. Old Clearwire and the Sprint WiMAX Business recorded net losses in each reporting period since their inception, and we cannot anticipate with certainty what our earnings, if any, will be in any future period. However, we expect to continue to incur significant net losses for the foreseeable future as we develop and deploy our network in new and existing markets, expand our services and pursue our business strategy. We intend to invest significantly in our business before we expect cash flow from operations will be adequate to cover our anticipated expenses. In addition, at this stage of our development we are subject to the following risks:

•  our results of operations may fluctuate significantly, which may adversely affect the value of an investment in Clearwire Class A Common Stock;

•  we may be unable to develop and deploy our next generation wireless broadband network, expand our services, meet the objectives we have established for our business strategy or grow our business profitably, if at all;

•  because of our limited operating history, it may be difficult to predict accurately our key operating and performance metrics utilized in budgeting and operational decisions;

•  our next generation wireless broadband network relies on mobile WiMAX technology that is new and has not been widely deployed; and

•  our network and related technologies may fail or the quality and number of services we are able to provide may decline if our network operates at maximum capacity for an extended period of time or fails to perform to our expectations.

If we are unable to execute our business strategy and grow our business, either as a result of the risks identified in this section or for any other reason, our business, prospects, financial condition and results of operations will be materially and adversely affected.

If we do not obtain additional financing, our business prospects, financial condition and results of operations will be adversely affected.

We believe our cash, cash equivalents and short-term investments afford us adequate liquidity for at least the next 12 months to fund working capital, operating losses, capital expenditures, and acquisitions, including spectrum acquisitions. We also expect to require substantial additional capital in the long-term to fund our business, including

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further operating losses, network expansion plans and spectrum acquisitions, and our success and viability will depend on our ability to raise such additional capital on reasonable terms. The amount and timing of our additional capital needs will depend in part on the timing and extent of our network expansion, which we may adjust based on available capital and, to a lesser degree, based on our results in our launched markets, both of which are difficult to estimate at this time. If we cannot secure sufficient additional funding, we may forego strategic opportunities or delay, scale back and eliminate network deployments, operations, spectrum acquisitions and investments. As our operations grow and expand, it may become more difficult to modulate our business plans and strategies based on the availability of this additional funding.

We may not be able to secure adequate additional financing when needed on acceptable terms or at all. To raise additional capital, we may issue additional equity securities in public or private offerings, potentially at a price lower than the market price of Clearwire Class A Common Stock at the time of such issuance. We will likely seek significant additional debt financing, and as a result, will likely incur significant interest expense. Our existing level of debt may make it more difficult for us to obtain this debt financing, may reduce the amount of money available to finance our operations and other business activities, may expose us to the risk of increasing interest rates, may make us more vulnerable to general economic downturns and adverse industry conditions, and may reduce our flexibility in planning for, or responding to, changing business and economic conditions. We also may decide to sell additional debt or equity securities in our domestic or international subsidiaries, which may dilute our ownership interest in or reduce or eliminate our income, if any, from those entities. The recent turmoil in the economy, and the worldwide financial markets in particular, may make it more difficult for us to obtain necessary additional equity and debt financing on acceptable terms or at all.

Our substantial indebtedness and restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

In 2007, Old Clearwire borrowed $1.25 billion under a senior term loan facility. A portion of the proceeds were used to repay and retire existing loans and secured notes. The remainder of the proceeds was used for network expansion, spectrum acquisitions and for general working capital. In connection with the Closing, we amended and restated our senior credit agreement pertaining to the senior term loan facility. Under this amended and restated credit agreement, which we refer to as the Amended Credit Agreement, all obligations of Clearwire were assumed on a joint and several basis by two of our subsidiaries, Clearwire Legacy LLC and Clearwire Xohm LLC, which we refer to together as the Co-Borrowers. The Co-Borrowers’ obligations under the Amended Credit Agreement are guaranteed by each of their domestic and international subsidiaries, as well as by Clearwire Communications and its domestic and international subsidiaries, which we refer to collectively as the Guarantors, excluding the assets, but including the capital stock, of Clearwire International, LLC and its subsidiaries. Collectively, the Co-Borrowers and the Guarantors directly or indirectly hold substantially all of the assets (including all associated spectrum and licenses) that we directly or indirectly held as of December 31, 2008.

Additionally, on December 1, 2008, the Co-Borrowers and Clearwire Communications added an additional tranche of term loans provided by Sprint under the Amended Credit Agreement, which we refer to as the Sprint Tranche, to the initial term loans, which we refer to as the Initial Term Loans, and collectively with the Sprint Tranche as the Senior Term Loan Facility. The Sprint Tranche constituted partial repayment of an obligation to reimburse Sprint for financing the Sprint WiMAX Business between April 1, 2008 and the Closing, which we refer to as the Sprint Pre-Closing Financing Amount. The Sprint Tranche was initially in the aggregate principal amount of approximately $179.2 million. For purposes of repayment and in the event of liquidation, dissolution or bankruptcy of either of the Co-Borrowers, the Sprint Tranche is subordinated to the Initial Term Loans and obligations under the Amended Credit Agreement.

As of December 31, 2008, $1.41 billion of principal was outstanding under the Senior Term Loan Facility. The Senior Term Loan Facility provides for quarterly principal payments, with the remaining balance due on the final maturity date of May 28, 2011. In general, borrowings under the Senior Term Loan Facility bear interest based, at our option, on either the Euro dollar rate or on an alternate base rate, in each case plus a margin.

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Our substantial indebtedness could have important consequences to the holders of Clearwire Class A Common Stock, such as:

•  cash flows from operations and investing activities were negative for the Old Clearwire and the Sprint WiMAX Business since inception and are expected to be so for us for some time, and we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions, including spectrum acquisitions, on terms acceptable to us, or at all;

•  we may be unable to refinance our indebtedness on terms acceptable to us, or at all; and

•  our substantial indebtedness may make us more vulnerable to economic downturns and limit our ability to withstand competitive pressure.

Additionally, covenants in the Amended Credit Agreement governing our Senior Term Loan Facility impose operating and financial restrictions on the Co-Borrowers, Clearwire Communications and the Guarantors. These restrictions prohibit or limit their ability, and the ability of their subsidiaries, to, among other things:

•  pay dividends to members of Clearwire Communications, including Clearwire;

•  incur, or cause certain of our subsidiaries to incur, additional indebtedness;

•  permit liens on or conduct sales of any assets pledged as collateral;

•  sell all or substantially all of our assets or consolidate or merge with or into other companies;

•  repay existing indebtedness; and

•  engage in transactions with affiliates.

A breach of any of these covenants could result in a default under the Amended Credit Agreement and could cause our repayment obligations to be accelerated. If a default causes our debt repayment obligations to be accelerated, our assets may be insufficient to repay the amount due in full. If we are unable to repay or refinance those amounts, the collateral agent for our Senior Term Loan Facility could proceed against the assets pledged to secure these obligations, which include substantially all of our assets.

These restrictions may limit our ability to obtain additional financing, withstand downturns in our business and take advantage of business opportunities. Moreover, we may seek additional debt financing on terms that include more restrictive covenants, may require repayment on an accelerated schedule or may impose other obligations that limit our ability to grow our business, acquire needed assets, or take other actions we might otherwise consider appropriate or desirable.

We have committed to deploy a wireless broadband network using mobile WiMAX technology and would incur significant costs to deploy alternative technologies, even if there are alternative technologies available in the future that would be technologically superior or more cost effective.

Under the Intel Market Development Agreement, we have committed to undertake certain marketing efforts with respect to our mobile WiMAX services and are subject to certain restrictions on our ability to commercially deploy alternative wireless broadband or data technology on our networks through November 28, 2011, as long as certain requirements are satisfied. We have expended significant resources and made substantial investments to deploy a wireless broadband network using mobile WiMAX technologies. We depend on original equipment manufacturers to develop and produce mobile WiMAX equipment and subscriber devices that will operate on our network, and on Intel to cause mobile WiMAX chipsets to be embedded into laptops and other computing devices. While we have deployed mobile WiMAX networks in Portland, Oregon and Baltimore, Maryland, we cannot assure you that commercial quantities of mobile WiMAX equipment and subscriber devices that meet our requirements will continue to be available on the schedule we expect, or at all, or that vendors will continue to develop and produce mobile WiMAX equipment and subscriber devices in the long term, which may require us to deploy alternative technologies. Other competing technologies, such as LTE and Ultra Mobile Broadband, will be developed that may have advantages over mobile WiMAX, and operators of other networks based on those competing technologies may be able to deploy these alternative technologies at a lower cost and more quickly than

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the cost and speed with which we deploy our network, which may allow those operators to compete more effectively, assuming they have adequate spectrum resources, or may require us to deploy such technologies when we are permitted to do so.

Additionally, once fully deployed on a commercial basis, mobile WiMAX may not perform as we expect, and, therefore, we may not be able to deliver the quality or types of services we expect. The process of upgrading our pre-WiMAX markets from Expedience technology to mobile WiMAX may cost more or be more difficult to undertake than we expect. We also may discover unanticipated costs associated with deploying and maintaining our network or delivering services we must offer in order to remain competitive. These risks could reduce our subscriber growth, increase our costs of providing services or increase our churn. Churn is an industry term we use to measure the rate at which subscribers terminate service. We calculate this metric by dividing the number of subscribers who terminate their service in a given month by the average number of subscribers during that month, in each case excluding those who subscribe for and terminate our service within 30 days for any reason or in the first 90 days of service under certain circumstances.

If third parties fail to develop and deliver the equipment that we need for both our existing and future networks, we may be unable to execute our business strategy or operate our business.

We currently depend on third parties to develop and deliver complex systems, software and hardware products and components for our network in a timely manner, and at a high level of quality. Motorola is our sole supplier of equipment and software for the Expedience system currently deployed in our pre-WiMAX markets. The Expedience system consists of network components used by us and subscriber equipment used by our subscribers. To successfully continue to operate in most of our existing markets, Motorola must continue to support the Expedience system, including continued production of the software and hardware components. Any failure by Motorola to meet these needs for any reason may impair our ability to operate in these markets. If Motorola failed to meet our needs, we may not be able to find another supplier on terms acceptable to us, or at all.

For our existing mobile WiMAX markets, our planned mobile WiMAX deployment in new markets and the upgrade of our pre-WiMAX markets to mobile WiMAX, we are relying on third parties to continue to develop and deliver in sufficient quantities the network components and subscriber devices necessary for us to build and operate our mobile WiMAX networks. As mobile WiMAX is a new and highly sophisticated technology, we cannot be certain that these third parties will be successful in their continuing development efforts. The development process for new mobile WiMAX network components and subscriber devices may be lengthy, has been subject to some short-term delays and may still encounter more significant delays. If these third parties are unable or unwilling to develop and deliver new mobile WiMAX network components and subscriber devices in sufficient quantities on a timely basis that perform according to our expectations, we may be unable to deploy a mobile WiMAX network in our new markets or to upgrade our existing markets to mobile WiMAX when we expect, or at all. If we are unable to deploy mobile WiMAX in a timely manner or mobile WiMAX fails to perform as we expect, we may be unable to execute our business strategy and our prospects and results of operations would be harmed.

We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber churn and costs incurred, and decrease our revenues.

Our success depends on developing and providing services that give subscribers a high quality experience. We expect to expend significant resources in constructing, maintaining and improving our network, including the deployment of mobile WiMAX technologies in new markets and the upgrade of our pre-WiMAX markets to mobile WiMAX. Additionally, as the number of subscribers using our network increases, as the usage habits of our subscribers change and as we increase our service offerings, we may need to upgrade our network to maintain or improve the quality of our services. We may also need to upgrade our network to stay competitive with new technologies introduced by our competitors. If we do not successfully construct, maintain and implement future upgrades to our network, the quality of our services may decline and the rate of our subscriber churn may increase.

We may experience quality deficiencies, cost overruns and delays with our construction, maintenance and upgrade projects, including the portions of those projects not within our control. The construction of our network

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requires permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such entities often limit the expansion of transmission towers and other construction necessary for our network. Failure to receive approvals in a timely fashion can delay new market deployments and upgrades in existing markets and raise the cost of completing construction projects. In addition, we often are required to obtain rights from land, building and tower owners to install the antennas and other equipment that provide our service to our subscribers. We may not be able to obtain, on terms acceptable to us or at all, the rights necessary to construct our network and expand our services.

We also may face challenges in managing and operating our network. These challenges could include ensuring the availability of subscriber devices that are compatible with our network and managing sales, advertising, customer support, and billing and collection functions of our business while providing reliable network service that meets our subscribers’ expectations. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber churn, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

Sprint, Eagle River and the Investors are our largest stockholders, and as a result they together effectively have control over us and may have actual or potential interests that may diverge from yours.

Sprint, Eagle River and the Investors own a majority of the voting power of Clearwire Class A Common Stock. Sprint, Eagle River and the Investors may have interests that diverge from those of other holders of our capital stock. Each of Sprint, Eagle River and the Investors are a party to the Equityholders’ Agreement, which requires, among other things, the approval of:

•  75% of the voting power of all outstanding stock of Clearwire for certain actions, including any merger, consolidation, share exchange or similar transaction and any issuance of capital stock that would constitute a change of control of Clearwire or any of its subsidiaries;

•  each of Sprint, Intel and the representative for the Investors, as a group, so long as each of Sprint, Intel and the Investors, as a group, respectively, owns securities representing at least 5% of the outstanding voting power of Clearwire, in order to:

•  amend our Amended and Restated Certificate of Incorporation, which we refer to as the Clearwire Charter, the bylaws of Clearwire, which we refer to as the Clearwire Bylaws, or the amended and restated Operating Agreement governing Clearwire Communications, which we refer to as the Operating Agreement;

•  change the size of the board of directors of Clearwire;

•  liquidate Clearwire or Clearwire Communications or declare bankruptcy of Clearwire or its subsidiaries;

•  effect any material capital reorganization of Clearwire or any of its material subsidiaries, other than a financial transaction (including securities issuances) in the ordinary course of business;

•  take any action that could cause Clearwire Communications or any of its material subsidiaries to be taxed as a corporation for federal income tax purposes; and

•  subject to certain exceptions, issue any Clearwire Class B Common Stock or any equity interests of Clearwire Communications;

•  Eagle River, for so long as Eagle River owns at least 50% of the shares of the Common Stock received by it in the Transactions, and the proposed action would disproportionately and adversely affect Eagle River, the public stockholders of Clearwire or Clearwire in its capacity as a member of Clearwire Communications, in order to amend the Clearwire Charter, the Clearwire Bylaws or the Operating Agreement or to change the size of the board of directors of Clearwire; and

•  each of Sprint, Intel and the Investors, as a group, so long as each of Sprint, Intel and the Investors, as a group, respectively, owns both (1) at least 50% of the number of shares of Common Stock received by it in the Transactions and (2) securities representing at least 5% of the outstanding voting power of

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Clearwire, in order for Clearwire to enter into a transaction involving the sale of a certain percentage of the consolidated assets of Clearwire and its subsidiaries to, or the merger of Clearwire with, certain specified competitors of Sprint, Intel and the Strategic Investors.

The Equityholders’ Agreement also contains provisions related to restrictions on transfer of Clearwire Class A and Class B Common Stock, rights of first offer and preemptive rights.

As a result, Sprint, Eagle River and the Investors may be able to cause us to take, or prevent the taking of, actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations and the trading price of Clearwire Class A Common Stock.

Clearwire and its subsidiaries may be considered subsidiaries of Sprint under certain of Sprint’s agreements relating to its indebtedness.

Sprint owns approximately 51% of the voting power of Clearwire, as of February 28, 2009. As a result, Clearwire and its subsidiaries may be considered subsidiaries of Sprint under certain of Sprint’s agreements relating to its indebtedness. Those agreements govern the incurrence of indebtedness and certain other activities of Sprint’s subsidiaries. Thus, our actions may result in a violation of covenants in Sprint’s debt obligations, which may cause Sprint’s lenders to declare due and payable all of Sprint’s outstanding loan obligations, thereby severely harming Sprint’s financial condition, operations and prospects for growth. The determination of whether or not we would be considered a subsidiary under Sprint’s debt agreements is complex and subject to interpretation. Under the Equityholders’ Agreement, if we intend to take any action that may be prohibited under the terms of certain Sprint debt agreements, then Sprint will be obligated to deliver to us an officer’s certificate, which we refer to as a Compliance Certificate, and legal opinion from a nationally recognized law firm stating that our proposed actions do not violate those debt agreements. If Sprint notifies us that it cannot deliver the Compliance Certificate and legal opinion, Sprint will be obligated to take certain actions to ensure that we are no longer considered a subsidiary under its debt agreements. These actions may include surrendering board seats and voting stock. The unusual nature of this arrangement may make it more difficult for us to obtain financing on favorable terms or at all. Moreover, regardless of whether we receive a Compliance Certificate and legal opinion as described above, we cannot be sure our actions will not violate Sprint’s debt covenants, and, if there is a violation, that Sprint’s lenders will waive such non-compliance and forbear from enforcing their rights, which could include accelerated collection of Sprint’s obligations.

We will incur significant expense in complying with the terms of our 4G MVNO Agreement, and we may not recognize the benefits we expect if Sprint and certain of our Investors are not successful in reselling our services to their customers, which would adversely affect our business prospects and results.

Under the 4G MVNO Agreement, Sprint and certain of our Investors have the right to resell services over our networks to their customers, and for any of their customers that purchase services over our network, Sprint and these Investors are required to pay us certain fees. However, nothing in the 4G MVNO Agreement requires Sprint or any of our Investors to resell any of these services, and they may elect not to do so or to curtail such sales activities if their efforts prove unsuccessful. In the course of implementing the terms of the 4G MVNO Agreement, we expect to incur significant expense in connection with designing billing, distribution and other systems which are necessary to facilitate such sales, and we may elect to deploy our networks in markets requested by Sprint and our Investors where we would not otherwise have launched. If Sprint and our Investors fail to resell services offered over our network in the amount we expect or at all, our business prospects and results of operations would be adversely affected.

A number of our significant business arrangements are between us and parties that have an investment in or a fiduciary duty to us, and the terms of those arrangements may not be beneficial to us.

We are party to a number of services, development, supply and licensing agreements with parties that have an ownership or fiduciary relationship with us, including the various commercial agreements with Sprint and the Investors described elsewhere in this report. These relationships may create actual or potential conflicts of interest, and may cause the parties to these arrangements to make decisions or take actions that do not reflect our best interests.

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Our commercial agreement with Sprint and the Investors were each entered into concurrently with purchases of shares of our capital stock by such parties or their affiliates. In addition, our various commercial agreements with Sprint and the Investors provide for, among other things, access rights to towers that Sprint owns or leases, resales by us and certain Investors of bundled 2G and 3G services from Sprint, resales by Sprint and certain Investors of our 4G services, most favored reseller status with respect to economic and non-economic terms of certain service agreements, collective development of new 4G services, creation of desktop and mobile applications on the our network, the embedding of mobile WiMAX chips into various of our network devices and the development of Internet services and protocols. Except for the agreements with Google and Intel, none of these agreements restricts these parties from entering into similar arrangements with other parties. See the section titled “Certain Relationships and Related Transactions, and Directors Independence” beginning on page 122 of this report.

Clearwire is a “controlled company” within the meaning of the NASDAQ Marketplace Rules and relies on exemptions from certain corporate governance requirements.

Sprint beneficially owns approximately 51% of the outstanding voting power of Clearwire as of February 26, 2009. In addition, the Investors collectively own approximately 31% and Eagle River owns approximately 5% of the outstanding voting power of Clearwire. The Equityholders’ Agreement governs the voting of shares of Clearwire Class A and Class B Common Stock held by each of the parties thereto in certain circumstances, including with respect to the election of the individuals nominated to the board of directors of Clearwire by Sprint, Eagle River and the Investors.

As a result of the combined voting power of Sprint, Eagle River and the Investors and the Equityholders’ Agreement, we rely on exemptions from certain NASDAQ corporate governance standards. Under the NASDAQ Marketplace Rules, a company of which more than 50% of the voting power is held by single person or a group of people is a “controlled company” and may elect not to comply with certain NASDAQ corporate governance requirements, including the requirements that:

•  a majority of the board of directors consist of independent directors;

•  the compensation of officers be determined, or recommended to the board of directors for determination, by a majority of the independent directors or a compensation committee comprised solely of independent directors; and

•  director nominees be selected, or recommended for the board of directors’ selection, by a majority of the independent directors or a nominating committee comprised solely of independent directors with a written charter or board resolution addressing the nomination process.

Unless we choose to no longer rely on these exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

The corporate opportunity provisions in the Clearwire Charter could enable certain of our stockholders to benefit from corporate opportunities that might otherwise be available to us.

The Clearwire Charter contains provisions related to corporate opportunities that may be of interest to both Clearwire and certain of our stockholders, including Sprint, Eagle River and the Investors, who are referred to in the Clearwire Charter as the Founding Stockholders. These provisions provide that unless a director is an employee of Clearwire, such person does not have a duty to present to Clearwire a corporate opportunity of which he or she becomes aware, except where the corporate opportunity is expressly offered to such person in his or her capacity as a director of Clearwire.

In addition, the Clearwire Charter expressly provides that our Founding Stockholders may, and have no duty not to, engage in any businesses that are similar to or competitive with that of Clearwire, do business with our competitors, customers and suppliers, and employ Clearwire’s employees or officers. The Founding Stockholders or their affiliates may deploy competing wireless broadband networks or purchase broadband services from other providers. Further, we may also compete with the Founding Stockholders or their affiliates in the area of employee recruiting and retention. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by the Founding Stockholders to themselves or their other affiliates or we lose key personnel to them.

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We may sustain financial losses if Sprint fails to fulfill its indemnification obligations to us.

Under the Transaction Agreement, Sprint must indemnify us against certain losses relating to, among other things, any breach of certain of Sprint’s representations as to the Sprint WiMAX Business, any pre-Closing taxes incurred by any of Sprint’s subsidiaries, litigation related to certain of Sprint’s affiliates and any liabilities unrelated to the Sprint WiMAX Business. These indemnification obligations generally continue until the statute of limitations for the applicable claim has expired. The indemnification obligations regarding Sprint’s representations as to the Sprint WiMAX Business and for liabilities unrelated to the Sprint WiMAX Business, however, each survive for three years from Closing. Sprint’s indemnification obligations are generally unlimited, with the exception of a $25 million deductible for claims based on a breach of representation that Sprint’s subsidiaries that hold the Sprint WiMAX Business have, subject to certain limited exceptions, a specific, limited set of liabilities at Closing.

We cannot provide any assurances that Sprint will fulfill its indemnification obligations in accordance with the Transaction Agreement. If it turns out that the representations made by Sprint as to the Sprint WiMAX Business, for which Sprint is obligated to indemnify us under the Transaction Agreement, are inaccurate, we may sustain significant financial losses. If Sprint fails to fulfill its indemnification obligations under the Transaction Agreement to indemnify and defend us for any such financial loss or claim, as the case may be, it could adversely affect our financial condition, cash flows and results of operations. In addition, if the time period for any indemnification claims has expired by way of the statue of limitations or by operation of the three-year period in the Transaction Agreement, our business, prospects, operating results and financial condition may be adversely affected.

The integration of Old Clearwire’s business and the Sprint WiMAX Business will present significant challenges that may result in a decline in the anticipated benefits of the Transactions. Further, the integration may result in a less than effective system of internal controls and we may not be able to report our financial results accurately, properly safeguard our assets or prevent fraud.

We are in the process of integrating the Sprint WiMAX Business and the business of Old Clearwire that previously operated independently. The difficulties of combining these businesses include:

•  integrating successfully each of their operations, technologies, products and services;

•  coordinating marketing efforts to effectively promote our services;

•  the necessity of coordinating geographically separated organizations, systems and facilities;

•  integrating personnel with diverse business backgrounds and business cultures;

•  consolidating and rationalizing information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities; and

•  maintaining an effective system of internal controls during and after the process of integration is completed.

Furthermore, as it continues, the integration process may result in the loss of key employees, the disruption of Old Clearwire’s ongoing businesses or the Sprint WiMAX Business, the incurrence of additional costs, inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers and employees or to achieve the anticipated benefits of the Transactions. The loss of key employees could adversely affect our ability to successfully conduct our business, which could have an adverse effect on our financial results and the value of our common stock. Further, not maintaining an effective system of internal controls throughout the integration process could impact our ability to report and file our financial results on an accurate and timely manner.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses. If we experience difficulties with the integration process, the anticipated benefits of the Transactions may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on our business and financial condition during this transition period and for an undetermined period thereafter.

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The market price of Clearwire Class A Common Stock has been and may continue to be volatile.

The trading price of Clearwire Class A Common Stock could be subject to significant fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

•  quarterly variations in our results of operations or those of our competitors, either alone or in comparison to analyst’s expectations;

•  announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

•  announcements by us regarding the entering into, or termination of, material transactions;

•  disruption to our operations or those of other companies critical to our network operations;

•  the emergence of new competitors or new technologies;

•  market perceptions relating to the deployment of mobile WiMAX networks by other operators;

•  our ability to develop and market new and enhanced products on a timely basis;

•  seasonal or other variations in our subscriber base;

•  commencement of, or our involvement in, litigation;

•  availability of additional spectrum;

•  dilutive issuances of our stock or the stock of our subsidiaries, including on the exercise of outstanding warrants and options, or the incurrence of additional debt;

•  changes in our board or management;

•  adoption of new accounting standards;

•  Sprint’s performance may have an effect on the market price of Clearwire Class A Common Stock even though we are a separate, stand-alone company;

•  changes in governmental regulations or the status of our regulatory approvals;

•  changes in earnings estimates or recommendations by securities analysts;

•  announcements regarding mobile WiMAX and other technical standards;

•  the availability or perceived availability of additional capital and market perceptions relating to our access to such capital; and

•  general economic conditions and slow or negative growth of related markets.

In addition, the stock market in general, and the market for shares of technology companies in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We believe the price of Clearwire Class A Common Stock may be subject to continued volatility. In addition, in the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation or stockholder derivative suits have often been instituted against those companies. Such litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources.

Many of our competitors are better established and have significantly greater resources than we have, which may make it difficult to attract and retain subscribers.

The market for broadband, voice and related services is highly competitive and we compete with several other companies within each of our markets. Some of our competitors are well established with larger and better developed networks and support systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. Our competitors may subsidize competing services with revenue from other sources and, thus, may offer their products and services at prices lower

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than ours. Our competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services.

Our current competitors include:

•  3G cellular PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services, and the introduction of future technologies such as LTE, which may enable these providers to offer services that are comparable or superior to ours;

•  incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;

•  wireline operators offering high-speed Internet connectivity services and voice communications over cable or fiber optic networks;

•  satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP and other telephony services;

•  municipalities and other entities operating Wi-Fi networks, some of which are free or subsidized;

•  Internet service providers offering dial-up Internet connectivity;

•  electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and

•  resellers, mobile virtual network operators, which we refer to as MVNOs, or wholesalers providing wireless Internet or other wireless services using infrastructure developed and operated by others, including Sprint and the Investors who have the right to sell services purchased from us under the 4G MVNO Agreement.

Our residential voice and planned mobile voice services will also face significant competition. Primarily, our mobile VoIP service offering will compete with many of our current competitors that also provide voice communications services. Additionally, we may face competition from companies that offer VoIP telephony services over networks operated by third parties.

We expect other existing and prospective competitors to adopt technologies or business plans similar to ours, or seek other means to develop services competitive with ours, particularly if our services prove to be attractive in our target markets. There can be no assurances that there will be sufficient customer demand for services offered over our network in the same markets to allow multiple operators, if any, to succeed. Additionally, AT&T, and Verizon Wireless, among others, have announced plans to deploy LTE technology, with Verizon Wireless announcing that they expect to launch service beginning in 2010. This service may provide significant competition when it becomes available in the future.

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.

The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions, evolving industry standards and changing regulatory requirements. Additionally, our planned deployment of mobile WiMAX depends on the continued development and delivery of commercially sufficient quantities of network equipment and subscriber devices based on the mobile WiMAX standard from third-party suppliers. We believe that our success depends on our ability to anticipate and adapt to these and other challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on future technological development, such as:

•  existing service providers may use more traditional and commercially proven means to deliver similar or alternative services;

•  new service providers may use more efficient, less expensive technologies, including products not yet invented or developed;

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•  consumers may not subscribe to our services or may not be willing to pay the amount we expect to receive for our services;

•  we may not be able to realize economies of scale;

•  our subscribers may elect to cancel our services at rates that are greater than we expect;

•  we may be unable to respond successfully to advances in competing technologies in a timely and cost-effective manner;

•  we may lack the financial and operational resources necessary to enable the development and deployment of network components and software that do not currently exist and that may require substantial upgrades to or replacements of existing infrastructure; and

•  existing, proposed or undeveloped technologies may render our existing or planned services less profitable or obsolete.

As our services and those offered by our competitors develop, businesses and consumers, including our current subscribers, may not accept our services as an attractive alternative to other means of receiving wireless broadband services.

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

To offer our services using licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use spectrum through ownership or long-term leases in each of the markets in which we operate or intend to operate. Obtaining the necessary amount of licensed spectrum in these markets can be a long and difficult process that can be costly and require a disproportionate amount of our resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy. In addition, we have in the past and may continue to spend significant resources to acquire spectrum in additional or existing markets, even if the amount of spectrum actually acquired in certain markets is not adequate to deploy our network on a commercial basis in all such markets.

Using licensed spectrum, whether owned or leased, poses additional risks to us, including:

•  inability to satisfy build-out or service deployment requirements on which some of our spectrum licenses or leases are, or may be, conditioned, which may result in the loss of our rights to the spectrum subject to the requirements;

•  adverse changes to regulations governing our spectrum rights;

•  inability to use a portion of the spectrum we have acquired or leased due to interference from licensed or unlicensed operators in our band or in adjacent bands;

•  refusal by the FCC, or one or more foreign licensing authorities to recognize our acquisition or lease of spectrum licenses from others or our investments in other license holders;

•  inability to offer new services or to expand existing services to take advantage of new capabilities of our network resulting from advancements in technology due to regulations governing our spectrum rights;

•  inability to control leased spectrum due to contractual disputes with, or the bankruptcy or other reorganization of, the license holders, or third parties;

•  failure of the FCC or other regulators to renew our spectrum licenses or those of our lessors as they expire;

•  failure to obtain extensions or renewals of spectrum leases, or an inability to renegotiate such leases, on terms acceptable to us before they expire, which may result in the loss of spectrum we need to operate our network in the market covered by the spectrum leases;

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•  potentially significant increases in spectrum prices, because of increased competition for the limited supply of licensed spectrum both in the United States and internationally; and

•  invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.

We expect the FCC to make additional spectrum available from time to time. Additionally, other companies hold spectrum rights that could be made available for lease or sale. The availability of additional spectrum in the marketplace could change the market value of spectrum rights generally and, as a result, may adversely affect the value of our spectrum assets.

Interruption or failure of our information technology and communications systems could impair our ability to provide our services, which could damage our reputation and harm our operating results.

Old Clearwire has experienced service interruptions in some markets in the past and we may experience service interruptions or system failures in the future. Any service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures in an effort to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.

Our services depend on the development and continuing operation of various information technology and communications systems, including our billing system, some of which are not within our control. Currently, we do not have in place information technology and communication systems that will meet all of our future business requirements. Thus, we must be able to develop these information technology and communication systems, and any failure to do so may limit our ability to offer the services we intend to offer and may adversely affect our operating results. Any damage to or failure of our current or future information technology and communications systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes and other natural disasters, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.

Certain aspects of our VoIP residential telephony services differ from traditional telephone service, which may limit the attractiveness of our services.

We intend to continue to offer residential VoIP telephony as a value added service with our wireless broadband Internet service. Our residential VoIP telephony services differ from traditional phone service in several respects, including:

•  our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;

•  our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and

•  a power loss or Internet access interruption may cause our service to be interrupted.

If our subscribers do not accept the differences between our residential VoIP telephony services and traditional telephone service, they may not adopt or keep our residential VoIP telephony services or our other services, or may choose to retain or return to service provided by traditional telephone companies.

Although we are compliant with the FCC’s November 28, 2005 mandate that all interconnected VoIP providers transmit all 911 calls to the appropriate public safety answering point, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can transmit to a dispatcher at a public safety answering point only the location

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information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call due to the portability of our services. As a result, if our subscribers fail to properly register or update their registered locations, our emergency calling systems may not assure that the appropriate public safety answering point is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP services or our other services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.

Finally, potential changes by the FCC to current intercarrier compensation mechanisms could result in significant changes to our costs of providing VoIP telephony, thereby eliminating pricing benefits between VoIP telephony services and traditional telephone services and our potential profitability.

If our data security measures are breached or customer data is compromised, subscribers may perceive our network and services as not secure.

Our network security and the authentication of our subscriber credentials are designed to protect unauthorized access to data on our network. Because techniques used to obtain unauthorized access to or to sabotage networks change frequently and may not be recognized until launched against us, we may be unable to anticipate or implement adequate preventive measures against unauthorized access or sabotage. Consequently, unauthorized parties may overcome our network security and obtain access to data on our network, including on a device connected to our network. In addition, because we operate and control our network and our subscribers’ Internet connectivity, unauthorized access or sabotage of our network could result in damage to our network and to the computers or other devices used by our subscribers. An actual or perceived breach of network security, regardless of our responsibility, could harm public perception of the effectiveness of our security measures, adversely affect our ability to attract and retain subscribers, expose us to significant liability and adversely affect our business prospects.

We are subject to extensive regulation that could limit or restrict our activities and adversely affect our ability to achieve our business objectives. If we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations.

Our acquisition, lease, maintenance and use of spectrum licenses are extensively regulated by federal, state, local and foreign governmental entities. These regulations are subject to change over time. In addition, a number of other federal, state, local and foreign privacy, security and consumer laws also apply to our business, including our interconnected VoIP telephony service. These regulations and their application are subject to continual change as new legislation, regulations or amendments to existing regulations are adopted from time to time by governmental or regulatory authorities, including as a result of judicial interpretations of such laws and regulations. For example, it is also possible that the FCC could subject our capital stock to foreign ownership limitations. If our capital stock were to become subject to such limitations, owners of our capital stock may become subject to obligatory redemption provisions, such as those in the Clearwire Charter. Such restrictions may also decrease the value of our stock by reducing the pool of potential investors in our company and making the acquisition of control of us by potential foreign investors more difficult. Current regulations directly affect the breadth of services we are able to offer and may impact the rates, terms and conditions of our services. FCC spectrum licensing, service and other current or future rules, or interpretations of current or future rules, could affect the breadth of the IP-based broadband services we are able to offer, including IP telephony, video and certain other services. Regulation of companies that offer competing services, such as cable and DSL providers and incumbent telecommunications carriers, also affects our business indirectly.

In order to provide “interconnected” VoIP service, we need to obtain, on behalf of our customers, North American Numbering Plan telephone numbers, the availability of which may be limited in certain geographic areas of the United States and subject to other regulatory restrictions. As an “interconnected” VoIP and facilities-based wireless broadband provider, we were required under FCC rules, by May 2007, to comply with the Communications Assistance for Law Enforcement Act, which we refer to as CALEA, which requires service providers to build certain capabilities into their networks and to accommodate wiretap requests from law enforcement agencies.

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In addition, the FCC or other regulatory authorities may in the future restrict our ability to manage subscribers’ use of our network, thereby limiting our ability to prevent or manage subscribers’ excessive bandwidth demands. To maintain the quality of our network and user experience, we manage our network by limiting the bandwidth used by our subscribers’ applications, in part by restricting the types of applications that may be used over our network. These practices are set forth in our Acceptable Use Policy. Some providers and users of these applications have objected to this practice. If the FCC or other regulatory authorities were to adopt regulations that constrain our ability to employ bandwidth management practices, excessive use of bandwidth-intensive applications would likely reduce the quality of our services for all subscribers. A decline in the quality of our services could harm our business, or even result in litigation from dissatisfied subscribers.

In certain of our international markets, we may be required to obtain a license for the use of regulated radio frequencies from national, provincial or local regulatory authorities before providing our services. Where required, regulatory authorities may have significant discretion in granting the licenses and in determining the conditions for use of the frequencies covered by the licenses, and are often under no obligation to renew the licenses when they expire. Additionally, even where we currently hold a license or successfully obtain a license in the future, we may be required to seek modifications to the license or the regulations applicable to the license to implement our business strategy. For example, in certain international markets, the licenses we hold, and the applicable rules and regulations, currently do not specifically permit us to provide mobile services. Thus, before offering mobile services to our subscribers in those markets, absent action by the regulatory authorities to modify the licenses and applicable rules, we may need to obtain the approval of the proper regulatory authorities.

The breach of a license or applicable law, even if inadvertent, can result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. In addition, regulatory authorities may grant new licenses to third parties, resulting in greater competition in territories where we already have rights to licensed spectrum. In order to promote competition, licenses may also require that third parties be granted access to our bandwidth, frequency capacity, facilities or services. We may not be able to obtain or retain any required license, and we may not be able to renew our licenses on favorable terms, or at all.

Our wireless broadband and VoIP telephony services may become subject to greater or different state or federal regulation in the future. The scope of any additional regulations or changes in the existing regulations that may apply to 2.5 GHz wireless broadband and VoIP telephony services providers and the impact of such regulations on providers’ competitive position are presently unknown.

We may be unable to protect our intellectual property, which could reduce the value of our services and our brand.

Our ability to compete effectively depends on our ability to protect our proprietary network and system designs. We may not be able to safeguard and maintain our proprietary rights. We rely on patents, trademarks and policies and procedures related to confidentiality to protect our intellectual property. Some of our intellectual property, however, is not covered by any of these protections. Any failure to protect our intellectual property, including a failure to obtain requested patents or trademark registrations, may reduce the value of our services and our brand or may result in the loss of rights in which we have invested significant time or costs.

Our pending patent applications may not be granted or, in the case of patents issued or to be issued, the claims allowed may not be sufficiently broad to protect our intellectual property. Even if all of our patent applications were issued and were sufficiently broad, our patents may be challenged or invalidated. In addition, the United States Patent and Trademark Office may not grant federal registrations based on our pending trademark applications. Even if federal registrations are granted, these trademark rights may be challenged. Moreover, patent and trademark applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any foreign patents may be difficult and expensive to obtain and enforce. We could, therefore, incur substantial costs in prosecuting patent and trademark infringement suits or otherwise protecting our intellectual property rights.

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We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future.

Competitors or other persons may have independently developed or patented technologies or processes that are substantially equivalent or superior to ours or that are necessary to permit us to deploy and operate our network, whether based on Expedience or mobile WiMAX technology, or to offer additional services, such as VoIP, or competitors may develop or patent such technologies or processes in the future. These persons may claim that our services and products infringe on these patents or other proprietary rights. For instance, certain third parties claim that they hold patents relating to certain aspects of mobile WiMAX and VoIP technology. These third parties may seek to enforce these patent rights against the operators of mobile WiMAX networks and VoIP telephony service providers, such as us. One such party, Adaptix, Inc., which we refer to as Adaptix, has already sued us for patent infringement alleging that we infringed on seven patents related to mobile WiMAX technology. Defending against infringement claims such as Adaptix can be time consuming, distracting and costly, even if the claims prove to be without merit. If we are found to be infringing the proprietary rights of a third party, we could be enjoined from using such third party’s rights, may be required to pay substantial royalties and damages, and may no longer be able to use the intellectual property subject to such rights on acceptable terms or at all. Failure to obtain licenses to intellectual property held by third parties on reasonable terms, or at all, could delay or prevent the development or deployment of our services and could cause us to expend significant resources to develop or acquire non-infringing intellectual property.

Our business will depend on a strong brand, and if we do not develop, maintain and enhance our brands, our ability to attract and retain subscribers may be impaired and our business and operating results may be adversely affected.

We believe that our brands will be a critical part of our business. Developing, maintaining and enhancing our brands may require us to make substantial investments with no assurance that these investments will be successful. If we fail to develop, promote and maintain strong brands, or if we incur significant expenses to promote the brands and are still unsuccessful in maintaining a strong brand, our business, prospects, operating results and financial condition may be adversely affected. We anticipate that developing, maintaining and enhancing our brands will become increasingly important, difficult and expensive now that we are focused on integrating the brands of the Sprint WiMAX Business with those of Old Clearwire under the Clear^tm brand.

Acquisitions, investments and other strategic transactions could result in operating difficulties, dilution, adverse financial reporting impact and distractions from our core business.

We and Old Clearwire, have entered, and we may in the future enter, into strategic transactions, including strategic supply and service agreements and acquisitions of other assets and businesses. Any such transactions can be risky, may require a disproportionate amount of our management and financial resources and may create unforeseen operating difficulties or expenditures, including:

•  difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;

•  obligations imposed on us by counterparties in such transactions that limit our ability to obtain additional financing, our ability to compete in geographic areas or specific lines of business, or other aspects of our operational flexibility;

•  increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations required under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act;

•  increasing cost and complexity in the proper application of U.S. generally accepted accounting principles, which we refer to as GAAP;

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•  difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, financial records at acquired entities not based on U.S. GAAP particularly those entities in which we lack control; and

•  inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.

The anticipated benefit of any of our strategic transactions may never materialize. Future investments, acquisitions or dispositions, or similar arrangements could result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or impairment of assets, tangible or intangible, or write-offs of goodwill, any of which could harm our financial condition. Any such transactions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all. Old Clearwire has experienced certain of these risks in connection with its acquisitions and investments in the past, and the occurrence of any of these risks in the future may have a material adverse effect on our business. Additionally, the uncertainty in the credit markets may adversely affect the value and liquidity of some of our short-term investments.

Our businesses outside the United States operate in a competitive environment different than the environment within the United States. Any difficulties in managing these businesses could occupy a disproportionate amount of our management’s attention and disrupt our operations.

We operate or hold spectrum outside of the United States through our subsidiaries in Belgium, Ireland, Germany, Poland, Romania and Spain and an investment in Mexico. Subject to the limitations imposed by the Equityholders’ Agreement, we may elect to pursue additional opportunities in certain international markets through acquisitions and strategic alliances; however, our focus will be on markets within the United States. Our activities outside the United States operate in different environments than we face in the United States, particularly with respect to regulation of competition and spectrum. Due to these differences, our activities outside the United States may require a disproportionate amount of our management and financial resources, which could disrupt our operations and adversely affect our business elsewhere.

In a number of international markets, we face substantial competition from local service providers that offer or may offer their own wireless broadband or VoIP telephony services and from other companies that provide Internet connectivity services. We may face heightened challenges in gaining market share, particularly in certain European countries, where a large portion of the population already has broadband Internet connectivity and incumbent companies already have a dominant market share in their service areas. Furthermore, foreign providers of competing services may have a substantial advantage over us in attracting subscribers due to a more established brand, greater knowledge of local subscribers’ preferences and access to significant financial or strategic resources.

In addition, in some international markets, foreign governmental authorities may own or control the incumbent telecommunications companies operating under their jurisdiction. Established relationships between government-owned or government-controlled telecommunications companies and their traditional local telecommunications providers often limit access of third parties to these markets. The successful expansion of our international operations in some markets may depend on our ability to locate, form and maintain strong relationships with established local communication services and equipment providers. Failure to establish these relationships or to market or sell our products and services successfully could limit our ability to attract subscribers to our services.

We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy.

Our future success depends largely on the expertise and reputation of the members of our senior management team, including William T. Morrow, our Chief Executive Officer, Benjamin G. Wolff, our Co-Chairman, Barry West, our President, Perry Satterlee, our Chief Operating Officer, and David J. Sach, our Chief Financial Officer. In addition, we intend to hire additional highly skilled individuals to staff our operations and our support functions. Loss of any of our key personnel or the inability to recruit and retain qualified individuals for our domestic and international operations could adversely affect our ability to implement our business strategy and operate our business.

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In addition, to successfully introduce our services in new markets and grow our business in existing domestic and international markets, we rely on the skills of our general managers in these markets. If we cannot hire, train and retain motivated and well-qualified individuals to serve as general managers in our markets, we may face difficulties in attracting, recruiting and retaining various sales and support personnel in those markets, which may lead to difficulties in growing our subscriber base.

The tax allocation methods to be adopted by Clearwire Communications are likely to result in disproportionate allocations of taxable income.

Clearwire and Sprint have contributed to Clearwire Communications assets that have a material amount of built-in gain for income tax purposes — meaning that the fair market value ascribed to those assets at the time of contribution, as reflected in the initial capital account balances and percentage interests in Clearwire Communications received by Clearwire and Sprint, is greater than the current basis of those assets for tax purposes. For this purpose, the fair market value ascribed to those assets at the time of contribution was calculated based upon a value of $17 per Clearwire Communications Class A and Class B Common Interest plus liabilities assumed by Clearwire Communications at the time of contribution. We refer to contributed assets that have a fair market value that exceeds the tax basis of those assets on the date of contribution as built-in gain assets. Under Section 704(c) of the Internal Revenue Code of 1986, which we refer to as the Code, items of income, gain, loss or deduction of Clearwire Communications must be allocated among its members for tax purposes in a manner that takes account of the difference between the tax basis and the fair market value of the built-in gain assets. The built-in gain assets of Clearwire Communications with the largest amounts of built-in gain are spectrum and other intangible property.

Clearwire Communications will maintain a capital account for each member, which will reflect the fair market value of the property contributed by that member to Clearwire Communications and the amount of which generally will correspond to the member’s percentage interest in Clearwire Communications. For capital account purposes, Clearwire Communications will amortize the value of the contributed built-in gain assets, generally on a straight-line basis over a period of up to 15 years, and each member will be allocated amortization deductions, generally on a pro rata basis in proportion to the number of Clearwire Communications Class A and Class B Common Interests held by the member as compared to the total number of Clearwire Communications Class A and Class B Common Interests. Tax amortization on a built-in gain asset, which will be based on the tax basis of that asset, will be allocated first to the non-contributing members (meaning members other than Clearwire, in the case of former Clearwire assets, and members other than Sprint, in the case of former Sprint assets), in an amount up to the capital account amortization allocated to that member with respect to that asset. Thus, the consequence of the built-in gain will be that Clearwire, in the case of former Clearwire assets, will be allocated amortization deductions for tax purposes that are less than its share of the capital account amortization with respect to those assets. In this circumstance, Clearwire will recognize over time, in the form of lower tax amortization deductions, the built-in gain for which it was given economic credit at the time of formation of Clearwire Communications.

If there is not enough tax basis in a built-in gain asset to make tax allocations of amortization deductions to the non-contributing members in an aggregate amount equal to their capital account amortization with respect to that asset, then the regulations under Section 704(c) of the Code permit the members to choose one of several methods to account for this difference. Under the Operating Agreement all of the built-in gain assets contributed by Clearwire and 50% of the built-in gain in the assets contributed by Sprint will be accounted for under the so-called “remedial” method. Under that method, the non-contributing members will be allocated “phantom” tax amortization deductions in the amount necessary to cause their tax amortization deductions to be equal to their capital account amortization on the built-in gain asset, and the contributing member (Clearwire, in the case of Old Clearwire assets) will be allocated a matching item of phantom ordinary income. The remedial method is intended to ensure that the entire tax burden with respect to the built-in gain on a built-in gain asset is borne by the contributing member. Under the Operating Agreement, the remaining 50% of the built-in gain in the assets contributed by Sprint will be accounted for under the so-called “traditional” method. Under that method, the tax amortization deductions allocated to the non-contributing members with respect to a built-in gain asset are limited to the actual tax amortization arising from the built-in gain asset. The effect of the traditional method is that some of the tax burden with respect to the built-in gain on a built-in gain asset is shifted to the non-contributing members, in the form of reduced tax amortization deductions.

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The use of the remedial method for all of the Old Clearwire assets, but for only a portion of the former Sprint assets, means that Clearwire will bear the entire tax burden with respect to the built-in gain on the Old Clearwire assets, and will have shifted to it a portion of the tax burden with respect to the built-in gain on the former Sprint assets. Accordingly, Clearwire is likely to be allocated a share of the taxable income of Clearwire Communications that exceeds its proportionate economic interest in Clearwire Communications, and Clearwire may incur a material liability for taxes. However, subject to the existing and possible future limitations on the use of Clearwire’s net operating losses, which we refer to as NOLs, under Section 382 and Section 384 of the Code, Clearwire’s NOLs are generally expected to be available to offset, to the extent of these NOLs, items of income and gain allocated to Clearwire by Clearwire Communications. See “Risk Factors — The ability of Clearwire to use its net operating losses to offset its income and gain is subject to limitation.” Clearwire Communications is required to make distributions to Clearwire in amounts necessary to pay all taxes reasonably determined by Clearwire to be payable with respect to its distributive share of the taxable income of Clearwire Communications, after taking into account the net operating loss deductions and other tax benefits reasonably expected to be available to Clearwire. See the sections titled “Risk Factors — Mandatory tax distributions may deprive Clearwire Communications of funds that are required in its business” and “Certain Relationships and Related Transactions, and Director Independence” beginning on pages 43 and 122, respectively, of this report.

Sales of certain former Clearwire assets by Clearwire Communications may trigger taxable gain to Clearwire.

If Clearwire Communications sells in a taxable transaction an Old Clearwire asset that had built-in gain at the time of its contribution to Clearwire Communications, then, under Section 704(c) of the Code, the tax gain on the sale of the asset generally will be allocated first to Clearwire in an amount up to the remaining (unamortized) portion of the built-in gain on the Old Clearwire asset. Under the Operating Agreement, unless Clearwire Communications has a bona fide non-tax business need (as defined in the Operating Agreement), Clearwire Communications will not enter into a taxable sale of Old Clearwire assets that are intangible property and that would cause Clearwire to be allocated under Section 704(c) more than $10 million of built-in gains during any 36-month period. For this purpose, Clearwire Communications will have a bona fide non-tax business need with respect to the sale of Old Clearwire assets, if (1) the taxable sale of the Old Clearwire assets will serve a bona fide business need of Clearwire Communications’ wireless broadband business and (2) neither the taxable sale nor the reinvestment or other use of the proceeds is significantly motivated by the desire to obtain increased income tax benefits for the members or to impose income tax costs on Clearwire. Accordingly, Clearwire may recognize built-in gain on the sale of Old Clearwire assets (1) in an amount up to $10 million, in any 36-month period, and (2) in greater amounts, if the standard of bona fide non-tax business need is satisfied. If Clearwire Communications sells Old Clearwire assets with unamortized built-in gain, then Clearwire is likely to be allocated a share of the taxable income of Clearwire Communications that exceeds its proportionate economic interest in Clearwire Communications, and may incur a material liability for taxes. However, subject to the existing and possible future limitations on the use of Clearwire’s NOLs under Section 382 and Section 384 of the Code, Clearwire’s NOLs are generally expected to be available to offset, to the extent of these NOLs, items of income and gain allocated to Clearwire by Clearwire Communications. See the section titled “Risk Factors — The ability of Clearwire to use its net operating losses to offset its income and gain is subject to limitation” beginning on page 44 of this report. Clearwire Communications is required to make distributions to Clearwire in amounts necessary to pay all taxes reasonably determined by Clearwire to be payable with respect to its distributive share of the taxable income of Clearwire Communications, after taking into account the net operating loss deductions and other tax benefits reasonably expected to be available to Clearwire. See the sections titled “Risk Factors — Mandatory tax distributions may deprive Clearwire Communications of funds that are required in its business” and “Certain Relationships and Related Transactions, and Director Independence” beginning on pages 43 and 122, respectively, of this report.

Sprint and the Investors may shift to Clearwire the tax burden of additional built-in gain through a holding company exchange.

Under the Operating Agreement, Sprint or an Investor may effect an exchange of Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock for Clearwire Class A Common Stock by transferring to Clearwire a holding company that owns the Clearwire Communications Class B Common Interests

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and Clearwire Class B Common Stock in a transaction intended to be tax-free for United States federal income tax purposes (which the Operating Agreement refers to as a holding company exchange). In particular, if Clearwire, as the managing member of Clearwire Communications, has approved a taxable sale by Clearwire Communications of former Sprint assets that are intangible property and that would cause Sprint to be allocated under Section 704(c) of the Code more than $10 million of built-in gain during any 36-month period, then, during a specified 15-business-day period, Clearwire Communications will be precluded from entering into any binding contract for the taxable sale of the former Sprint assets, and Sprint will have the right to transfer Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock to one or more holding companies, and to transfer those holding companies to Clearwire in holding company exchanges. In any holding company exchange, Clearwire will succeed to all of the built-in gain and other tax characteristics associated with the transferred Clearwire Communications Class B Common Interests, including (1) in the case of a transfer by Sprint, any remaining portion of the built-in gain existing at the formation of Clearwire Communications and associated with the transferred Clearwire Communications Class B Common Interests, and any Section 704(c) consequences associated with that built-in gain, and (2) in the case of any transfer, any built-in gain arising after the formation of Clearwire Communications and associated with the transferred Clearwire Communications Class B Common Interests. Section 384 of the Code may limit the ability of Clearwire to use its NOLs arising before the holding company exchange to offset any built-in gain of Sprint or an Investor to which Clearwire succeeds in such an exchange. Accordingly, Clearwire may incur a material liability for taxes as a result of a holding company exchange, even if it has substantial NOLs. Clearwire Communications is required to make distributions to Clearwire in amounts necessary to pay all taxes reasonably determined by Clearwire to be payable with respect to its distributive share of the taxable income of Clearwire Communications, after taking into account the net operating loss deductions and other tax benefits reasonably expected to be available to Clearwire. See the sections titled “Risk Factors — Mandatory tax distributions may deprive Clearwire Communications of funds that are required in its business” below and “Certain Relationships and Related Transactions” beginning on page 122 of this report.

Mandatory tax distributions may deprive Clearwire Communications of funds that are required in its business.

Under the Operating Agreement, Clearwire Communications will make distributions to its members, generally on a pro rata basis in proportion to the number of Clearwire Communications Class A and Class B Common Interests held by each member, in amounts so that the aggregate portion distributed to Clearwire in each instance will be the amount necessary to pay all taxes then reasonably determined by Clearwire to be payable with respect to its distributive share of the taxable income of Clearwire Communications (including any items of income, gain, loss or deduction allocated to Clearwire under the principles of Section 704(c) of the Code), after taking into account all net operating loss deductions and other tax benefits reasonably expected to be available to Clearwire. These mandatory tax distributions, which must be made on a pro rata basis to all members even if those members are allocated less income, proportionately, than is Clearwire, may deprive Clearwire Communications of funds that are required in its business.

Tax loans Clearwire Communications may be required to make to Sprint in connection with the sale of certain former Sprint built-in gain assets may deprive Clearwire Communications of funds that are required in its business.

Under the Operating Agreement, if Clearwire Communications or any of its subsidiaries enters into a transaction that results in the recognition of any portion of the built-in gain with respect to a former Sprint asset (other than in connection with the dissolution of Clearwire Communications or the disposition of certain specified Sprint assets), Clearwire Communications will be required, upon delivery by Sprint of a timely request therefore, to make a tax loan to Sprint on the terms set forth in the Operating Agreement. The principal amount of any tax loan to Sprint will be the amount by which the built-in gain recognized by Sprint on the sale of former Sprint assets exceeds any tax losses allocated by Clearwire Communications to Sprint in the taxable year in which the sale of such built in gain assets occurs, multiplied by then-highest marginal federal and state income tax rates applicable to corporations resident in the state in which Sprint’s principal corporate offices are located (taking into account the deductibility of state taxes for federal income tax purposes). Interest on any tax loan will be payable by Sprint to Clearwire Communications semiannually at a floating rate equal to the higher of (a) the interest rate for Clearwire

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Communications’ unsecured floating rate indebtedness and (b) the interest rate for Sprint’s unsecured floating rate indebtedness plus 200 basis points. Principal on any tax loan to Sprint is payable in equal annual installments from the loan date to the later of (x) the 15th anniversary of the Closing or (y) the first anniversary of the loan date. Any tax loan that Clearwire Communications is required to make to Sprint may deprive Clearwire Communications of funds that are required in its business.

The ability of Clearwire to use its net operating losses to offset its income and gain is subject to limitation.

At present, Clearwire has substantial NOLs for United States federal income tax purposes. In particular, we believe that Clearwire’s cumulative tax loss as of December 31, 2008, for United States federal income tax purposes, was approximately $1.3 billion. A portion of Clearwire’s NOLs is subject to certain annual limitations imposed under Section 382 of the Code. Subject to the existing Section 382 limitations, and the possibility that further limitations under Sections 382 and 384 may arise after the Closing, Clearwire’s NOLs generally will be available to offset items of income and gain allocated to Clearwire by Clearwire Communications.

The use by Clearwire of its NOLs may be further limited if Clearwire is affected by an “ownership change,” within the meaning of Section 382 of the Code. Broadly, Clearwire will have an ownership change if, over a three-year period, the portion of the stock of Clearwire, by value, owned by one or more “five-percent stockholders” increases by more than 50 percentage points. An exchange by Sprint or an Investor of Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock for Clearwire Class A Common Stock may cause or contribute to an ownership change of Clearwire. Clearwire has no control over the timing of any such exchange. If Clearwire undergoes an ownership change, then the amount of the pre-ownership change NOLs of Clearwire that may be used to offset income of Clearwire arising in each taxable year after the ownership change generally will be limited to the product of the fair market value of the stock of Clearwire at the time of the ownership change and a specified rate based on long-term tax-exempt bond yields.

Separately, under Section 384 of the Code, Clearwire may not be permitted to offset built-in gain in assets acquired by it in certain tax-free transactions, if the gain is recognized within five years of the acquisition of the built-in gain assets, with NOLs arising before the acquisition of the built-in gain assets. Section 384 may apply to built-in gain to which Clearwire succeeds in the case of a holding company exchange by Sprint or an Investor.

Any limitation on the ability of Clearwire to use its NOLs to offset income allocable to Clearwire increases the likelihood that Clearwire Communications will be required to make a tax distribution to Clearwire. If Clearwire Communications does not have sufficient liquidity to make those distributions, it may be forced to borrow funds, issue equity or sell assets on terms that are unfavorable to Clearwire Communications. Sales of assets in order to enable Clearwire Communications to make the necessary distributions could further increase the tax liability of Clearwire, resulting in the need to make additional distributions and, as discussed above, possible additional tax loans to Sprint.

ITEM 1B.   Unresolved Staff Comments

There were no unresolved staff comments as of December 31, 2008.

ITEM 2.   Properties

Our executive offices are currently located in Kirkland, Washington, where we lease approximately 68,500 square feet of space. The lease expires in 2013.

We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear. We believe that our current facilities have sufficient capacity to meet the projected needs of our business for the next 12 months.

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The following table lists our significant properties and the inside square footage of those properties:

	Approximate Size
City, State (Function)	(Square Feet)
Herndon, VA (administrative and WiMAX lab)		130,000
Kirkland, WA (headquarters and administrative)		68,500
Milton, FL (call center)		40,000
Las Vegas, NV (call center)		30,000
Henderson, NV (administrative and warehouse space)		29,000
Dublin, Ireland (shared service center)		16,000

We lease additional office space in many of our current and planned markets. We also lease approximately 80 retail stores and mall kiosks. Our retail stores, excluding mall kiosks, range in size from approximately 480 square feet to 1,500 square feet, with leases having terms typically from three to seven years. Internationally we also have offices in Bucharest, Romania; Brussels, Belgium; Madrid, Spain and Warsaw, Poland.

The Herndon, VA location has sub-let a small portion of the facility to certain of its key WiMAX infrastructure vendors, including Intel, Motorola and Samsung, for the purpose of ensuring close collaboration on WiMAX development with those vendors.

ITEM 3.   Legal Proceedings

On December 1, 2008, Adaptix filed suit for patent infringement against us and Sprint in the U.S. District Court for the Eastern District of Texas, alleging that we and Sprint infringed six patents purportedly owned by Adaptix. On February 10, 2009, Adaptix filed an Amended Complaint alleging infringement of a seventh patent. Adaptix alleges that by offering mobile WiMAX services to customers in compliance with the 802.16 and 802.16e WiMAX standards, and by making, using and/or selling the supporting WiMAX network used to provide such WiMAX services, we and Sprint infringed the seven patents. Adaptix is seeking monetary damages, attorneys’ fees and a permanent injunction enjoining us from further acts of alleged infringement. On February 25, 2009, we filed an Answer to the Amended Complaint, denying infringement and asserting several affirmative defenses, including that the asserted patents are invalid. A trial is scheduled for December 2010, and the parties are expected to commence discovery in early 2009.

On May 7, 2008, Sprint filed an action in the Delaware Court of Chancery against iPCS, Inc., which we refer to as iPCS, and certain subsidiaries of iPCS, which we refer to as the iPCS Subsidiaries, seeking a declaratory judgment that, among other things, the Transactions do not violate iPCS’ and the iPCS Subsidiaries’ rights under their separate agreements with Sprint to operate and manage portions of Sprint’s PCS network in certain geographic areas. The Delaware case was later stayed by the Delaware court. On May 12, 2008, iPCS and the iPCS Subsidiaries filed a competing lawsuit in the Circuit Court of Cook County, Illinois, alleging that the Transactions would breach the exclusivity provisions in their management agreements with Sprint. On January 30, 2009, iPCS and the iPCS Subsidiaries filed an Amended Complaint seeking a declaratory judgment that the consummation of the Transactions violates their management agreements with Sprint, a permanent injunction preventing Sprint and its related parties, which iPCS alleges include Clearwire, from implementing the Transactions and competing with the plaintiffs, damages against Sprint for unlawful competition and costs and legal fees. No trial date in either case is currently scheduled. We are not named as a party in either litigation, but have received a subpoena from iPCS and the iPCS Subsidiaries seeking documents and testimony. If iPCS prevails and obtains a permanent injunction and the court deems Clearwire to be a related party under the management agreements, then we may be restricted from competing with iPCS and the iPCS Subsidiaries. We do not believe that the inability to offer services in iPCS’ coverage areas would have a material adverse effect on our business.

Clearwire is a party to various other pending legal proceedings, claims, investigations and administrative proceedings. Our management and legal counsel have reviewed the probable outcome of these proceedings, the costs and expenses reasonably expected to be incurred, the availability and limits of our insurance coverage, existing contractual indemnification provisions and each of our established liabilities. While the outcome of these other pending proceedings cannot be predicted with certainty, based on our review, we believe that any unrecorded liability that may result will not have a material adverse effect on our liquidity, financial condition or results of operations.

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ITEM 4.   Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of the stockholders during the period.

PART II

ITEM 5.   Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Prices of Common Stock

Clearwire Class A Common Stock is traded on the NASDAQ Global Select Market under the symbol “CLWR.” Prior to the closing of the Transactions, we were not publicly listed. The following table sets forth the high and low sales prices of Clearwire Class A Common Stock as reported on the NASDAQ Global Select Market for the trading period of December 1, 2008 through December 31, 2008, following the closing of the Transactions (the date at which we became a publicly listed company):

	High		Low
Period Ended December 31, 2008	$	7.80	$	3.24

The last reported sales price of Clearwire Class A Common Stock on the NASDAQ Global Select Market on March 18, 2009 was $4.37.

As of March 18, 2009 there were 105 holders of record of Clearwire Class A Common Stock. As many of our shares of Clearwire Class A Common Stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial holders of Clearwire Class A Common Stock represented by these record holders.

There is currently no established public trading market for Clearwire Class B Common Stock.

Clearwire Class A Common Stock Repurchases

Clearwire Class A Common Stock repurchases in the period following the closing of the Transactions were as follows:

							Maximum
							Number of
					Total Number		Shares (or
					of Shares		Approximate
					Purchased as		Dollar Value)
					Part of Publicly		That May Yet Be
	Total Number				Announced		Purchased
	of Shares		Average Price		Plans or		Under the Plans
	Purchased		Paid Per Share		Programs		or Programs
November 28 to December 31, 2008		108,777	$	5.03		—		—
Total		108,777	$	5.03		—		—

The purchased shares indicated in the above table were surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock units under our employee stock compensation plans.

Equity Compensation Plan

In connection with the closing of the Transactions, we assumed the Old Clearwire 2008 Stock Compensation Plan, the Old Clearwire 2007 Stock Compensation Plan and the Old Clearwire 2003 Stock Option Plan.

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The table below presents information as of December 31, 2008 for our equity compensation plans, which was previously approved by Old Clearwire’s stockholders. We do not have any equity compensation plans that have not been approved by stockholders.

						Number of Securities
						Remaining Available
	Number of Securities					for Future Issuance
	To Be Issued Upon					Under Equity
	Exercise of					Compensation Plans
	Outstanding Options			Weighted Average		(Excluding Securities
	Vesting of Restricted			Exercise Price		Reflected in the
Plan category	Stock Units(1)			of Options(3)		First Column)
Equity compensation plans approved by stockholders		22,444,226	(2)		14.21		78,859,000

(1)	All of the securities were acquired in connection with the closing of the Transactions.
(2)	Our equity compensation plans authorize the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. Of these shares, 19,171,601 are to be issued upon the exercise of outstanding options and 3,272,625 are to be issued pursuant to the vesting of outstanding restricted stock units.
(3)	As there is no exercise price for restricted stock units, this price represents the weighted average exercise price of stock options only.

Dividend Policy

We have not declared or paid any dividends on our Common Stock since the closing of the Transactions. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business. We do not anticipate paying any cash dividends in the foreseeable future. In addition, covenants in the indenture governing our senior secured notes and the loan documents governing our Senior Term Loan Facility impose significant restrictions on our ability to pay dividends to our stockholders.

Performance Graph

The graph below compares the annual percentage change in the cumulative total return on Clearwire Class A Common Stock with the NASDAQ Composite Index and the NASDAQ Telecom Index. The graph shows the value as of December 31, 2008, of $100 invested on December 1, 2008 in Clearwire Class A Common Stock, the NASDAQ Composite Index and the NASDAQ Telecom Index.

Comparison of Cumulative Total Returns
Among Clearwire Corporation, NASDAQ Composite Index, and NASDAQ Telecom Index

	12/1/2008		12/5/2008		12/12/2008		12/19/2008		12/26/2008		12/31/2008
Clearwire	$	100.00	$	53.48	$	54.81	$	49.87	$	53.88	$	65.91
NASDAQ Composite Index	$	100.00	$	107.96	$	110.20	$	111.89	$	109.45	$	112.80
NASDAQ Telecom Index	$	100.00	$	106.07	$	111.21	$	112.66	$	109.92	$	112.14

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ITEM 6.   Selected Financial Data

The following selected historical financial data are derived from our audited financial statements. The balance sheet data as of December 31, 2008 and 2007 and the statements of operations data for the years ended December 31, 2008 and 2007 are derived from our audited financial statements and related notes that are included elsewhere in this report. The information set forth below should be read in conjunction with our historical financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this report.

	Year Ended December 31,
	2008(1)			2007
	(In thousands, except per share data)
Statements of Operations Data:
Revenues	$	20,489		$	—
Cost of goods and services and network costs (exclusive of items shown separately below)		131,489			48,865
Selling, general and administrative expense		150,940			99,490
Depreciation and amortization		58,146			3,979
Spectrum lease expense		90,032			60,051
Transaction related expenses		82,960			—
Total operating expenses		513,567			212,385
Operating loss		(493,078	)		(212,385	)
Other income (expense), net		(37,662	)		4,022
Non-controlling interests		159,721			—
Income tax provision		(61,607	)		(16,362	)
Net loss	$	(432,626	)	$	(224,725	)
Net loss per Clearwire Class A Common Share(2):
Basic	$	(0.16	)
Diluted	$	(0.28	)
Weighted average Clearwire Class A Common Shares outstanding:
Basic		189,921
Diluted		694,921
Other Financial Data:
Capital expenditures	$	534,196		$	329,469

(1)	The year ended December 31, 2008 includes the results of operations for the Sprint WiMAX Business for the first eleven months of 2008 prior to the closing of the Transactions and the results of our operations subsequent to the Closing. The 2007 operations data represents the Sprint WiMAX Business’ historical results of operations.
(2)	Prior to the Closing, we had no equity as we were a wholly-owned division of Sprint. As such, we did not calculate or present net loss per share for the period from January 1, 2008 to November 28, 2008 and the year ended December 31, 2007. We have calculated and presented basic and diluted net loss per share for the period from November 29, 2008 through December 31, 2008.

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	2008		2007
	(In thousands)
Operating Data:
Subscribers:(1)
United States		424		—
International		51		—

(1) Represents the number of households and business or governmental entities receiving wireless broadband connectivity through our network.

	2008		2007
	(In thousands)
Balance Sheet Data:
Current assets	$	3,165,872	$	8,399
Property, plant and equipment, net		1,319,945		491,896
Spectrum licenses		4,471,862		2,642,590
Total assets		9,124,167		3,144,158
Long-term debt		1,350,498		—
Total stockholders’ equity		2,066,192		2,464,936

49

CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

ITEM 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position for the years ended December 31, 2008 and 2007 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section entitled “Risk Factors.”

Forward-Looking Statements

Statements and information included in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in this Annual Report on Form 10-K represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based or the success of our business.

When used in this report, the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “evaluate,” “opinion,” “may,” “could,” “future,” “potential,” “probable,” “if,” “will” and similar expressions generally identify forward-looking statements.

Recent Developments and Overview

On May 7, 2008, we entered into the Transaction Agreement with Sprint, Comcast, Time Warner Cable, Bright House, Google and Intel, in an effort to expedite the development of a nationwide wireless broadband network, expedite the commercial availability of wireless broadband services over the wireless broadband network, enable the offering of a greater depth and breadth of wireless broadband services and promote wireless broadband development.

Pursuant to the Transaction Agreement, the assets of Old Clearwire and its subsidiaries before the consummation of the Transactions were combined with the spectrum and certain other assets associated with the development and operations of the Sprint WiMAX Business, with the Investors contributing an aggregate of $3.2 billion in cash to the combined company. In connection with the Closing, we entered into various commercial agreements with Sprint and the Investors. The Closing occurred on November 28, 2008.

As a result of the Transactions, each share of Old Clearwire, which we refer to as Old Clearwire Class A Common Stock was converted into the right to receive one share of Clearwire Class A Common Stock, and each option and warrant to purchase shares of Old Clearwire Class A Common Stock was converted into an option or warrant, as applicable, to purchase the same number of shares of Clearwire Class A Common Stock in Clearwire.

After the Transactions, Sprint and the Investors, other than Google, own shares of Clearwire Class B Common Stock, which have equal voting rights to Clearwire Class A Common Stock, but have only limited economic rights. Unlike the holders of Clearwire Class A Common Stock, the holders of Clearwire Class B Common Stock have no right to dividends and no right to any proceeds on liquidation other than the par value of the Clearwire Class B

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

Common Stock. Sprint and the Investors, other than Google, hold their economic rights through ownership of Clearwire Communications Class B Common Interests. In exchange for its investment, Google initially received 25 million shares of Clearwire Class A Common Stock.

In addition, at the Closing, we entered into several commercial agreements with Sprint and certain of the Investors relating to, among other things, access rights to towers that Sprint owns or leases, resales by us and certain Investors of bundled second generation wireless communications, which we refer to as 2G, and third generation wireless communications, which we refer to as 3G services, from Sprint, resales by Sprint and certain Investors of our fourth generation wireless broadband, which we refer to as 4G, services, most favored reseller status with respect to economic and non-economic terms of certain service agreements, collective development of new 4G services, creation of desktop and mobile applications on the Clearwire network, the embedding of WiMAX chips into various Clearwire network devices and the development of Internet services and protocols. As a result of our entering into certain of the commercial agreements with Sprint and the Investors in connection with the Transactions, we expect to increase our distribution opportunities, thereby permitting us to expand our subscriber base and increase revenues.

Business Segments

We comply with the requirements of Statement of Financial Accounting Standards, which we refer to as SFAS, No. 131, Disclosures about Segments of an Enterprise and Related Information, which establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, which we refer to as the CODM, in deciding how to allocate resources and in assessing performance. Operating segments can be aggregated for segment reporting purposes so long as certain aggregation criteria are met. We define the CODM as our Chief Executive Officer. As our business continues to mature, we assess how we view and operate our business. Based on the nature of our operations, we market a product that is basically the same product across our United States and international markets. Our CODM assesses and reviews the Company’s performance and makes resource allocation decisions at the domestic and international levels. In 2008, we have identified two reportable segments: the United States and the International business. In 2007, we only had one reportable business segment: the United States, as we had no international operations.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates used, including those related to investments, long-lived assets, goodwill and intangible assets, including spectrum, share-based compensation, and deferred tax asset valuation allowance.

Our accounting policies require management to make complex and subjective judgments. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. These factors could have a material impact on our financial statements, the presentation of our financial condition, changes in financial condition or results of operations.

In consultation with our board of directors, we have identified the following accounting policies that we believe are key to an understanding of our financial statements: revenue recognition; impairments of long-lived

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CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

assets; impairments of intangible assets with indefinite useful lives; business combinations; share-based compensation; accounting for spectrum licenses and leases; the deferred tax asset valuation allowance; investments and fair value measurements.

Revenue Recognition

We recognize revenue in accordance with Staff Accounting Bulletin, which we refer to as SAB, Topic 13, Revenue Recognition, when all of the following conditions exist: (i) persuasive evidence of an arrangement exists in the form of an accepted purchase order; (ii) delivery has occurred, based on shipping terms, or services have been rendered; (iii) the price to the buyer is fixed or determinable, as documented on the accepted purchase order; and (iv) collectability is reasonably assured.

We primarily earn revenue by providing access to our wireless broadband network. Also included is revenue from the lease of CPE to customers and other additional services, including VoIP telephony service, personal and business email and static Internet Protocol. Activation fees are charged to customers when initiating a service subscription.

We apply Emerging Issues Task Force, which we refer to as EITF, Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, to account for revenue arrangements with activation and/or multiple service components. These arrangements are allocated among the separate units of accounting based on the relative fair values if the deliverables in the arrangement meet certain criteria.

We apply EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When we are the primary obligor in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded gross. If we are not the primary obligor and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we record the net amounts as commissions earned.

We record estimated reductions to revenue for customer programs at the time revenue is recognized. Our customer programs primarily involve promotional discounts on service fees for a specified period of time, which are designed to serve as sales incentives for our products in various target markets. We account for promotional discounts in accordance with EITF Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products), which we refer to as EITF No. 01-09 and, as such, the discount is treated as cash consideration and recorded as a reduction of revenue. Other promotions providing a free product or service from an unrelated entity are considered a deliverable in the exchange and not a refund or rebate of a portion of the service fees charged to the customer, and are treated as non-cash consideration and are expensed as incurred in accordance with EITF No. 01-09 as opposed to a reduction in revenue.

Service revenue from customers for the wireless broadband and optional services are billed in advance and recognized ratably over the service period. Activation fees charged to the customer are deferred and recognized as service revenue on a straight-line basis over the expected life of the customer relationship, which we have estimated to be 3.5 years for our pre-WiMAX customers. This expected life was determined based on our assessment of industry averages and our assessment of data on the duration of a customer life and average monthly churn.

Revenue associated with the sale of CPE and other equipment to our customers is recognized when title and risk of loss transfer to the customer. Generally, the risks of ownership and title pass when product is delivered to our customer. Shipping and handling costs billed to customers are recorded to service revenue.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

Impairments of Long-lived Assets

We review our long-lived assets to be held and used, including property, plant and equipment and intangible assets with definite useful lives, for recoverability whenever an event or change in circumstances indicates that the carrying amount of such long-lived asset or group of long-lived assets may not be recoverable. Such circumstances include, but are not limited to the following:

•  a significant decrease in the market price of the asset;

•  a significant change in the extent or manner in which the asset is being used;

•  a significant change in the business climate that could affect the value of the asset;

•  a current period loss combined with projections of continuing losses associated with use of the asset;

•  a significant change in our business or technology strategy, such as a switch to mobile WiMAX wireless broadband network;

•  a significant change in our management’s views of growth rates for our business; and

•  a significant change in the anticipated future economic and regulatory conditions and expected technological availability.

We evaluate quarterly, or as needed, whether such events and circumstances have occurred. When such events or circumstances exist, we would determine the recoverability of the asset’s carrying value by estimating the undiscounted future net cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use of the asset. For purposes of recognition and measurement, we group our long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities.

If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss, if any, is recognized for the difference between the fair value of the asset and its carrying value. As of December 31, 2008, our stock price was $4.93 compared to our stock price on the date of the Transactions of $6.62. This market decline is deemed to be a triggering event under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, requiring us to perform an impairment test. We conducted the recoverability test and concluded there was no impairment.

Impairments of Intangible Assets with Indefinite Useful Lives

We assess the impairment of intangible assets with indefinite useful lives at least annually, or whenever an event or change in circumstances indicates that the carrying value of such asset or group of assets may not be recoverable. Factors we consider important, any of which could trigger an impairment review, include:

•  significant underperformance relative to expected historical or projected future operating results;

•  significant changes in our use of the acquired assets or the strategy for our overall business; and

•  significant negative industry or economic trends.

We account for our intangible assets that have indefinite lives in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, which we refer to as SFAS No. 142. The impairment test for intangible assets with indefinite useful lives consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. The fair value is determined by estimating the discounted future cash flows that are directly associated with, and that are expected to arise as a direct result of the use and eventual disposition of, the asset. In accordance with SFAS No. 142, intangible assets with indefinite useful lives are assessed

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

for impairment annually, or more frequently, if an event indicates that the asset might be impaired. We had no impairment of our indefinite lived intangible assets in any of the periods presented.

Business Combinations

We account for acquisitions occurring before January 1, 2009 using the purchase method in accordance with SFAS No. 141, Business Combinations, which we refer to as SFAS No. 141. SFAS No. 141 requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair value being recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets acquired, the difference is allocated to the eligible assets under SFAS No. 141. The allocation process requires an analysis of acquired fixed assets, contracts, and contingencies to identify and allocate the excess of fair value over cost to the eligible assets acquired. Significant management judgment is required in estimating the fair value of assets acquired. The fair value estimates are based on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. Our allocation of the purchase price to specific assets and liabilities is based upon customary valuation procedures and techniques. Purchase transactions are subject to purchase price allocation adjustments due to contingency resolution for up to one year after close.

Share-Based Compensation

We account for our share-based compensation in accordance with SFAS No. 123(R), Share-Based Payment, which we refer to as SFAS No. 123(R), which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values. We recognize compensation costs, net of a forfeiture rate, for those shares expected to vest on a graded vesting schedule over the requisite service period of the award, which is generally the option vesting term of four years. Going forward, stock-based compensation expenses may increase as we issue additional equity-based awards to continue to attract and retain key employees.

We issue incentive awards to our employees through stock-based compensation consisting of stock options and restricted stock units, which we refer to as RSUs. The value of RSUs is determined using the fair value method, which in this case, is based on the number of shares granted and the quoted price of Clearwire Class A Common Stock on the date of grant. In determining the fair value of stock options, we use the Black-Scholes valuation model, which we refer to as BSM, to estimate the fair value of stock options which requires complex and judgmental assumptions including estimated stock price volatility and employee exercise patterns (expected life of the option). The computation of expected volatility is based on an average historical volatility from common shares of a group of our peers as well as our own volatility. The expected life of options granted is based on the simplified calculation of expected life, described in SAB No. 107, Share-Based Payment, due to lack of option exercise history. If any of the assumptions used in the BSM change significantly, share-based compensation expense may differ materially for future grants as compared to the current period.

SFAS No. 123(R) also requires that we recognize compensation expense for only the portion of stock options or RSUs that are expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may be required in future periods.

Accounting for Spectrum Licenses and Leases

We have three types of arrangements for spectrum licenses in the United States: owned spectrum licenses with indefinite lives, owned spectrum licenses with definitive lives and spectrum leases.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

The owned licenses in the United States and internationally that have a track record of renewal are accounted for as intangible assets with indefinite lives in accordance with the provisions of SFAS No. 142. In accordance with SFAS No. 142, intangible assets with indefinite useful lives are not amortized but must be assessed for impairment annually or more frequently if an event indicates that the asset might be impaired.

Owned licenses internationally that do not have a track record of renewal are accounted for as long-lived assets and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as required by SFAS No. 144.

We account for the spectrum lease arrangements as executory contracts which are similar to operating leases. For leases containing scheduled rent escalation clauses we record minimum rental payments on a straight-line basis over the terms of the leases, including the renewal periods as appropriate. For leases involving significant up-front payments, we account for such payments as prepaid spectrum lease costs.

Deferred Tax Asset Valuation Allowance

A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit, or that future deductibility is uncertain. In accordance with SFAS No. 109, Accounting for Income Taxes, we record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including our limited operating history, scheduled reversals of deferred tax liabilities, projected future taxable income/loss, tax planning strategies and recent financial performance. As it relates to the U.S. tax jurisdiction, we determined that our temporary taxable difference associated with our investment in Clearwire Communications LLC will reverse within the reversal periods of its deferred tax assets and accordingly represents relevant future taxable income. We have recorded a valuation allowance for net deferred tax assets, which was approximately $349.0 million and $98.7 million as of December 31, 2008 and 2007, respectively.

Investments

SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and SAB No. 59, Non-current Marketable Equity Securities, provide guidance on determining when an investment is other-than-temporarily impaired. We classify marketable debt and equity securities that are available for current operations as short-term available-for-sale investments, which are stated at fair value. Unrealized gains and losses are recorded within accumulated other comprehensive income (loss). Losses are recognized when a decline in fair value is determined to be other-than-temporary. Realized gains and losses are determined on the basis of the specific identification method. We review our short-term and long-term investments on an ongoing basis for indicators of other-than-temporary impairment, and this determination requires significant judgment.

We have an investment portfolio comprised of U.S. treasuries and auction rate securities. The value of these securities is subject to market volatility for the period we hold these investments and until their sale or maturity. We recognize realized losses when declines in the fair value of our investments below their cost basis are judged to be other-than-temporary. In determining whether a decline in fair value is other-than-temporary, we consider various factors including market price (when available), investment ratings, the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair value has been less than our cost basis, and our intent and ability to hold the investment until maturity or for a period of time sufficient to allow for any anticipated recovery in market value. We make significant judgments in considering these factors. If it is judged that a decline in fair value is other-than-temporary, the investment is valued at the current estimated fair value and a realized loss equal to the decline is reflected in the consolidated statement of operations.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

In determining fair value, we use quoted prices in active markets where such prices are available, or we use models to estimate fair value using various methods including the market, income and cost approaches. For investments where we use models to estimate fair value in the absence of quoted market prices, we often utilize certain assumptions that market participants would use in pricing the investment, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs are readily observable, market corroborated, or unobservable Company inputs.

We estimate the fair value of securities without quoted market prices using internally generated pricing models that require various inputs and assumptions. We believe that our pricing models, inputs and assumptions are what market participants would use in pricing the securities. We maximize the use of observable inputs to the pricing models where quoted market prices from securities and derivatives exchanges are available and reliable. We typically receive external valuation information for U.S. Treasuries, other U.S. Government and Agency securities, as well as certain corporate debt securities, money market funds and certificates of deposit. We also use certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and rely, to a certain extent, on management’s own assumptions about the assumptions that market participants would use in pricing the security. Our internally generated pricing models may include our own data and require us to use our judgment in interpreting relevant market data, matters of uncertainty and matters that are inherently subjective in nature. We use many factors that are necessary to estimate market values, including, interest rates, market risks, market spreads, and timing of cash flows, market liquidity, and review of underlying collateral and principal, interest and dividend payments. The use of different judgments and assumptions could result in different presentations of pricing and security prices could change significantly based on market conditions.

Fair Value Measurements

During 2008, we adopted SFAS No. 157, Fair Value Measurements, which we refer to as SFAS No. 157, for our financial assets and liabilities that are recognized or disclosed at fair value on an annual or more frequently recurring basis. These include our derivative instruments and our short-term and long-term investments.

As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we utilize certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. These inputs can be readily observable, market corroborated, or generally unobservable inputs. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, we are required to provide the following information according to the fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

In accordance with SFAS No. 157 and our policy, it is our practice to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, we use quoted market prices to measure fair value. If listed prices or quotes are not available, fair value is based on internally developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to interest rate yield curves, volatilities, equity or debt prices, and credit curves. In estimating fair values, we utilize certain assumptions that market participants would use in pricing the financial instrument, including assumptions about risk. The degree of management judgment involved in determining the fair

56

CLEARWIRE CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS — (Continued)

value of a financial instrument is dependent on the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability and reliability of quoted prices or observable data. In these instances, we use certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and rely, to a certain extent, on management’s own judgment about the assumptions that market participants would use in pricing the security. These internally derived values are compared with non-binding values received from brokers or other independent sources.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

Results of Operations

Within this “Results of Operations” section, we disclose results of operations on both an “as reported” and a “pro forma” basis. The reported results are not necessarily representative of our ongoing operations as Old Clearwire’s results are included only for the period of time after the November 28, 2008 Closing. Prior to that date, the reported results reflect only the Sprint WiMAX Business’ results. Therefore, to facilitate an understanding of our trends and on-going performance, we have presented pro forma results in addition to the reported results. The unaudited pro forma combined statements of operations were prepared in accordance with Article 11- Pro forma Financial Information of Securities and Exchange Commission Regulation S-X. The pro forma results include both the Sprint WiMAX Business and Old Clearwire for 2008 and 2007, as adjusted for certain pro forma purchase accounting adjustments and other non-recurring charges, and give effect to the Transactions as though the Closing had occurred as of January 1, 2007. A reconciliation of pro forma amounts to reported amounts has been included under the heading “Pro Forma Reconciliation.”

The following table sets forth as reported operating data for the periods presented (in thousands, except per share data).

As Reported Results — Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	Year Ended December 31,
	2008			2007
REVENUES	$	20,489		$	—
OPERATING EXPENSES:
Cost of goods and services and network costs (exclusive of items shown separately below)		131,489			48,865
Selling, general and administrative expense		150,940			99,490
Depreciation and amortization		58,146			3,979
Spectrum lease expense		90,032			60,051
Transaction related expenses		82,960			—
Total operating expenses		513,567			212,385
OPERATING LOSS		(493,078	)		(212,385	)
OTHER INCOME (EXPENSE):
Interest income		1,091			—
Interest expense		(16,545	)		—
Foreign currency gains, net		684			—
Other-than-temporary impairment loss and realized loss on investments		(17,036	)		—
Other income (expense), net		(5,856	)		4,022
Total other income (expense), net		(37,662	)		4,022
LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES		(530,740	)		(208,363	)
Non-controlling interests in net loss of consolidated subsidiaries		159,721			—
LOSS BEFORE INCOME TAXES		(371,019	)		(208,363	)
Income tax provision		(61,607	)		(16,362	)
NET LOSS	$	(432,626	)	$	(224,725	)
Net loss per Clearwire Class A Common Share (1):
Basic	$	(0.16	)
Diluted	$	(0.28	)
Weighted average Clearwire Class A Common Shares outstanding:

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	Year Ended December 31,
	2008		2007
Basic		189,921
Diluted		694,921

(1) Prior to the Closing, we had no equity as we were a wholly-owned division of Sprint. As such, we did not calculate or present net loss per share for the period from January 1, 2008 to November 28, 2008 and the year ended December 31, 2007. We have calculated and presented basic and diluted net loss per share for the period from November 29, 2008 through December 31, 2008.

Revenue.  Revenue is primarily generated from subscription and modem lease fees for our wireless broadband service, as well as from activation fees and fees for other services such as email, VoIP, and web hosting services.

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Revenue	$	20,489	$	—	$	20,489		N/M

The increase in Revenue for 2008 is primarily due to the revenue received from operations of Clearwire following the closing of the Transactions on November 28, 2008, where we acquired all of the Old Clearwire markets and subscribers. Revenue in the United States represented 87% and international represented 13% of total revenue for the year ended December 31, 2008. As of December 31, 2008, we operated our services in 47 domestic and four international markets. Total subscribers in all markets were approximately 475,000 as of December 31, 2008. There were no subscribers as of December 31, 2007. We expect revenues to increase due to the roll out of new mobile WiMAX markets, which will increase our subscriber base, and an increase in service offerings in 2009. In addition, we expect that average revenue per user, which we refer to as ARPU, will be similar to current levels because increases from multiple service offerings per customer will likely be offset by the impact of promotional pricing. We expect that churn will increase in our pre-WiMAX markets as we transition these networks to mobile WiMAX technology.

Cost of goods and services and network costs.  Cost of goods and services includes costs associated with tower rents, direct Internet access and backhaul, which is the transporting of data traffic between distributed sites and a central point in the market or Point of Presence. Cost of goods and services also includes certain network equipment, site costs, facilities costs, software licensing and certain office equipment. Network costs primarily consist of external services and internal payroll incurred in connection with the design, development and construction of the network. The external services include consulting fees, contractor fees and project-based fees that are not capitalizable.

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Cost of goods and services and network costs	$	131,489	$	48,865	$	82,624		169.1	%

Cost of goods and services and network costs increased $82.6 million in the year ended December 31, 2008 as compared to the year ended December 31, 2007, primarily due to an increase in tower lease and backhaul expenses. We expect costs of goods and services and network costs to increase significantly in 2009 as we expand our network.

Selling, general and administrative expense.  Selling, general and administrative expenses, which we refer to as SG&A, include all of the following: treasury services, human resources and other shared services that were provided by Sprint prior to the Closing; salaries and benefits, sales commissions, travel expenses and related facilities costs for the following personnel: sales, marketing, network deployment, executive, finance and accounting, information technology, customer care, human resource and legal following the Closing; network deployment expenses representing non-capitalizable costs on network builds in markets prior to launch, rather than costs related to our markets after launch, which are included in cost of goods and services and network costs; and

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costs associated with advertising, trade shows, public relations, promotions and other market development programs and third-party professional service fees.

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Selling, general and administrative expense	$	150,940	$	99,490	$	51,450		51.7	%

The increase is consistent with the additional resources, headcount and shared services that we have utilized as we continue to build and launch our mobile WiMAX services, especially the higher sales and marketing and customer care expenses in support of the launch of the Baltimore market. The increase in employee compensation and related costs, which includes facilities costs, is primarily due to the acquisition of Old Clearwire and all of its employees. Employee headcount increased at December 31, 2008 to approximately 1,635 employees compared to approximately 520 employees at December 31, 2007. Our focus in 2009 and 2010 will be on development and expansion of our wireless 4G network. We expect that cost per gross addition, which we refer to as CPGA, will increase as new markets are launched, consistent with our past operating experiences.

Depreciation and amortization

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Depreciation and amortization	$	58,146	$	3,979	$	54,167		1361.3	%

Depreciation and amortization expense primarily represents the depreciation recorded on network assets that are being placed into service as we continue to build and develop our networks. During the year ended December 31, 2007, substantially all of the capital expenditures represented construction work in progress and therefore very little depreciation was recorded. In 2008, assets were placed into service as they were available for use and have been depreciated accordingly. The increase is also due to depreciation and amortization expense recorded on assets acquired from Old Clearwire for the period after the closing of the Transactions on November 28, 2008. Depreciation and amortization will increase as additional mobile WiMAX markets are launched and placed into service during 2009.

Spectrum lease expense

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Spectrum lease expense	$	90,032	$	60,051	$	29,981		49.9	%

Total spectrum lease expense increased as a direct result of a significant increase in the number of spectrum leases held by us as well as the acquisition of spectrum leases as part of the Transactions. With the significant number of new spectrum leases and the increasing cost of these leases, we expect our spectrum lease expense to increase. As we renegotiate these leases, they are replaced with new leases, usually at a higher lease cost per month, but with longer terms. Many of the leases acquired as part of the Transactions were entered into before 2007 and the periodic payments before January 1, 2007 were funded by Sprint. Spectrum expense for these contracts was $21 million and $35 million in 2005 and 2006, respectively.

Transaction related expenses

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Transaction related expenses	$	82,960	$	—	$	82,960		N/M

Transaction related expenses include a one-time $80.6 million settlement loss resulting from the termination of spectrum lease agreements in which Sprint leased spectrum to Old Clearwire prior to the Transactions. Before the Closing, Sprint leased spectrum to Old Clearwire through various spectrum lease agreements. As part of the

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Transactions, Sprint contributed both the spectrum lease agreements and the spectrum assets underlying those agreements to our business. As a result of the Transactions, the spectrum lease agreements were effectively terminated, and the settlement of those agreements was accounted for as a separate element apart from the business combination. The settlement loss recognized from the termination was valued based on the amount by which the agreements were favorable or unfavorable to our business as compared to current market rates.

Interest expense

	Year Ended
	December 31,					Dollar			Percentage
(In thousands, except percentages)	2008			2007		Change			Change
Interest expense	$	(16,545	)	$	—	$	(16,545	)		N/M

The increase in interest expense was due to $7.9 million of interest expense recorded on the note payable to Sprint for the repayment of the Sprint Pre-Closing Financing Amount and the $8.6 million of interest expense recorded on the long-term debt acquired from Old Clearwire as part of the Closing.

Other-than-temporary impairment loss and realized loss on investments

	Year Ended
	December 31,					Dollar			Percentage
(In thousands, except percentages)	2008			2007		Change			Change
Other-than-temporary impairment loss and realized loss on investments, net	$	(17,036	)	$	—	$	(17,036	)		N/M

The increase in the other-than-temporary impairment loss and realized loss on investments is primarily due to a decline in the value of investment securities for the period following the Closing, which we determined to be other than temporary. During the year ended December 31, 2008, we incurred other-than-temporary impairment losses of $17.0 million related to a decline in the estimated fair values of our investment securities.

Tax provision

	Year Ended
	December 31,						Dollar			Percentage
(In thousands, except percentages)	2008			2007			Change			Change
Income tax provision	$	(61,607	)	$	(16,362	)	$	(45,245	)		276.5	%

The increase in the income tax provision is primarily due to increased deferred tax liabilities from additional amortization taken for federal income tax purposes by the Sprint WiMAX Business on certain indefinite-lived licensed spectrum prior to the Closing. The Sprint WiMAX Business incurred significant deferred tax liabilities related to the spectrum licenses. Due to the indefinite-lived nature of such intangible assets, we can not estimate the amount or timing, if any, of such deferred tax liabilities reversing in future periods. Accordingly, these deferred tax liabilities are not relevant future taxable income and their increase is not offset by a release of valuation allowance on our net operating losses. The ongoing difference between book and tax amortization resulted in an additional deferred income tax provision of $61.4 million in 2008 prior to the Closing.

Non-controlling interests in net loss of consolidated subsidiaries

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Non-controlling interests in net loss of consolidated subsidiaries	$	159,721	$	—	$	159,721		N/M

The non-controlling interests in net loss represent the allocation of a portion of the net loss to the non-controlling interests in consolidated subsidiaries based on the ownership by Sprint and the Investors, other than Google, of Clearwire Communications Class B Common Interests upon the Closing.

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Pro Forma Results — Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

The unaudited pro forma combined statements of operations that follows is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations that would have been reported had the Transactions been completed as of January 1, 2007 and should not be taken as representative of the future consolidated results of operations of the Company.

The following unaudited pro forma combined statements of operations for the years ended December 31, 2008 and 2007 were prepared under Article 11-Pro forma Financial Information of Securities and Exchange Commission Regulation S-X using (1) the audited consolidated financial statements of Clearwire for the years ended December 31, 2008 and 2007; (2) the audited consolidated financial statements of Old Clearwire for the year ended December 31, 2007; and (3) the unaudited accounting records for the period January 1, 2008 to November 28, 2008 for Old Clearwire. The unaudited pro forma combined statements of operations should be read in conjunction with these separate historical financial statements and accompanying notes thereto. A reconciliation of pro forma amounts to reported amounts has been included under the heading “Pro Forma Reconciliation.”

The following table sets forth pro forma operating data for Clearwire adjusted for the related purchase accounting adjustments and other non-recurring charges, for the periods presented (in thousands):

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	2008			2007
	(In thousands)
REVENUES:	$	230,646		$	151,440
OPERATING EXPENSES:
Cost of goods and services and network costs (exclusive of items shown separately below):		285,759			156,146
Selling, general and administrative expense		484,421			461,553
Depreciation and amortization		128,602			80,766
Spectrum lease expense		250,184			190,942
Total operating expenses		1,148,966			889,407
OPERATING LOSS		(918,320	)		(737,967	)
OTHER INCOME (EXPENSE):
Interest income		18,569			65,736
Interest expense		(192,588	)		(192,624	)
Foreign currency gains, net		153			363
Other-than-temporary impairment loss and realized loss on investments		(78,447	)		(35,020	)
Other expense, net		(11,121	)		(1,647	)
Total other income (expense), net		(263,434	)		(163,192	)
LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES		(1,181,754	)		(901,159	)
Non-controlling interests in net loss of consolidated subsidiaries		867,608			663,098
LOSS BEFORE INCOME TAXES		(314,146	)		(238,061	)
Income tax provision		—			—
NET LOSS	$	(314,146	)	$	(238,061	)

Revenue.  Revenue is primarily generated from subscription and modem lease fees for our wireless broadband service, as well as from activation fees and fees for other services such as email, VoIP telephony, and web hosting services.

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	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Revenue	$	230,646	$	151,440	$	79,206		52.3	%

Revenue in the United States represented 84% and international represented 16% of total revenue for the year ended December 31, 2008 compared to 81% and 19% for the year ended December 31, 2007, respectively. Total subscribers in all markets grew to approximately 475,000 as of December 31, 2008 (actual) from approximately 394,000 as of December 31, 2007 (pro forma). The growth in subscribers and the increase in services available to customers were the primary reasons for the increase in revenue when comparing the year ended December 31, 2008 to the year ended December 31, 2007. We expect revenues to increase due to the roll out of new mobile WiMAX markets, which will increase our subscriber base, and an increase in service offerings in 2009. In addition, we expect that ARPU will be similar to current levels because increases from multiple service offerings per customer, will likely be offset by the impact of promotional pricing. We expect that churn will increase in our pre-WiMAX markets as we transition these networks to mobile WiMAX technology.

Cost of goods and services and network costs.  Costs of goods and services and network costs primarily includes costs associated with tower rents, direct Internet access and backhaul, as well as network related expenses. Cost of goods and services and network costs also includes certain network equipment, site costs, facilities costs, software licensing and certain office equipment.

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Cost of goods and services and network costs	$	285,759	$	156,146	$	129,613		83.0	%

The increase in cost of goods and services and network costs was primarily due to an increase in the number of towers, increases in direct Internet access and related backhaul costs and additional expenses as we launched an additional market in 2008 and prepared for future mobile WiMAX builds from December 31, 2007 to December 31, 2008. We expect costs of goods and services and network costs to increase significantly in 2009 as we expand our network.

Selling, general and administrative expense.  SG&A includes all of the following: treasury services, human resources and other shared services that were provided by Sprint prior to the Closing; salaries and benefits, sales commissions, travel expenses and related facilities costs for the following personnel: sales, marketing, network deployment, executive, finance and accounting, information technology, customer care, human resource; network deployment expenses representing non-capitalizable costs on network builds in markets prior to launch, rather than costs related to our markets after launch which is included in cost of goods and services and network costs; and costs associated with advertising, trade shows, public relations, promotions and other market development programs and third-party professional service fees.

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Selling, general and administrative expense	$	484,421	$	461,553	$	22,868		5.0	%

The increase in SG&A was due to additional costs related to the launch of mobile WiMAX services, which was offset by reductions in employee headcount and related expenses. Our employee headcount was approximately 1,635 at December 31, 2008 (actual) compared to approximately 2,510 employees at December 31, 2007 (pro forma). Our focus in 2009 and 2010 will be on development and expansion of our wireless 4G network. We expect that CPGA will increase as new markets are launched, consistent with our past operating experiences.

Depreciation and amortization

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Depreciation and amortization	$	128,602	$	80,766	$	47,836		59.2	%

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The increase was primarily due to the additional depreciation expense associated with our continued network build-out and the depreciation of CPE related to associated subscriber growth. The majority of the increase in depreciation and amortization expense relates to the development of our pre-WiMAX network between 2007 and 2008. Depreciation and amortization will increase as additional mobile WiMAX markets are launched and placed into service during 2009.

Spectrum lease expense

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Spectrum lease expense	$	250,184	$	190,942	$	59,242		31.0	%

Total spectrum lease expense increased as a direct result of a significant increase in the number of spectrum leases held by us as well as the acquisition of spectrum leases as part of the Transactions. With the significant number of spectrum leases and the increasing cost of these leases, we expect our spectrum lease expense to increase. As we renegotiate these leases they are replaced with new leases, usually at a higher lease cost per month, but with longer terms. Many of the leases acquired as part of the Transactions were entered into before 2007 and the periodic payments before January 1, 2007 were funded by Sprint. Spectrum expense for these contracts was $21 million and $35 million in 2005 and 2006, respectively.

Interest income

	Year Ended
	December 31,				Dollar			Percentage
(In thousands, except percentages)	2008		2007		Change			Change
Interest income	$	18,569	$	65,736	$	(47,167	)		(71.8	)%

The decrease was primarily due to the reduction in interest rates earned on investments, as well as lower principal balances of short-term and long-term investments held during the year ended December 31, 2008 compared to 2007.

Other-than-temporary impairment loss and realized loss on investments

	Year Ended
	December 31,						Dollar			Percentage
(In thousands, except percentages)	2008			2007			Change			Change
Other-than-temporary impairment loss and realized loss on investments	$	(78,447	)	$	(35,020	)	$	(43,427	)		124.0	%

The increase in the other-than-temporary impairment loss and realized loss on investment securities is due to an increase in the decline in value of investment securities for the year ended December 31, 2008, which we determined to be other than temporary. At December 31, 2008, we held available-for-sale short-term and long-term investments with a fair value and cost of $1.9 billion. During the year ended December 31, 2008, we incurred other-than-temporary impairment losses of $78.4 million related to a decline in the estimated fair values of our investment securities.

Non-controlling interests in net loss of consolidated subsidiaries

	Year Ended
	December 31,				Dollar		Percentage
(In thousands, except percentages)	2008		2007		Change		Change
Non-controlling interests in net loss of consolidated subsidiaries	$	867,608	$	663,098	$	204,510		30.8	%

The non-controlling interests in net loss of consolidated subsidiaries represent the allocation of a portion of the net loss to the non-controlling interests in consolidated subsidiaries based on the Clearwire Communications Class B Common Interests’ ownership in Clearwire Communications.

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Pro Forma Reconciliation

The unaudited pro forma combined statements of operations that follows is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations that would have been reported had the Transactions been completed as of January 1, 2007 and should not be taken as representative of the future consolidated results of operations of the Company.

The following unaudited pro forma combined statements of operations for the years ended December 31, 2008 and 2007 were prepared under Article 11-Pro forma Financial Information of Securities and Exchange Commission Regulation S-X using (1) the audited consolidated financial statements of Clearwire for the years ended December 31, 2008 and 2007; (2) the audited consolidated financial statements of Old Clearwire for the year ended December 31, 2007; and (3) the unaudited accounting records for the period January 1, 2008 to November 28, 2008 for Old Clearwire. The unaudited pro forma combined statements of operations should be read in conjunction with these separate historical financial statements and accompanying notes thereto.

The following table provides a reconciliation from the as reported results to the pro forma results presented above for the Company for the years ended December 31, 2008 and 2007 (in thousands):

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2008												Year Ended December 31, 2007
	Historical												Historical
	12 Month Period			11 Month Period			Purchase			Clearwire			12 Month Period			12 Month Period			Purchase			Clearwire
	Clearwire			Old			Acctng and			Corporation			Clearwire			Old			Acctng and			Corporation
	Corporation(1)			Clearwire			Other(2)			Pro Forma			Corporation(1)			Clearwire			Other(2)			Pro Forma
	(In thousands)
REVENUES:	$	20,489		$	210,157		$	—		$	230,646		$	—		$	151,440		$	—		$	151,440
OPERATING EXPENSES
Cost of goods and services and network costs (exclusive of items shown separately below):		131,489			154,270			—			285,759			48,865			107,281			—			156,146
Selling, general and administrative expense		150,940			372,381			(38,900	)(a)		484,421			99,490			362,063			—			461,553
Depreciation and amortization		58,146			104,817			(52,865	)(b)		128,602			3,979			84,694			(29,399	)(b)		80,766
								18,504	(c)											21,492	(c)
Spectrum lease expense		90,032			128,550			34,163	(c)		250,184			60,051			96,417			37,268	(c)		190,942
								(2,561	)(d)											(2,794	)(d)
Transaction related expenses		82,960			46,166			(48,553	)(e)		—			—			—			—			—
								(80,573	)(f)
Total operating expenses		513,567			806,184			(170,785	)		1,148,966			212,385			650,455			26,567			889,407
OPERATING LOSS		(493,078	)		(596,027	)		170,785			(918,320	)		(212,385	)		(499,015	)		(26,567	)		(737,967	)
OTHER INCOME (EXPENSE):
Interest income		1,091			17,478			—			18,569			—			65,736			—			65,736
Interest expense		(16,545	)		(94,438	)		94,055	(g)		(192,588	)		—			(96,279	)		95,285	(g)		(192,624	)
								(175,660	)(h)											(191,630	)(h)
Foreign currency gains (losses), net		684			(531	)		—			153			—			363			—			363
Loss on extinguishment of debt		—			—			—			—			—			(159,193	)		159,193	(g)		—
Other-than-temporary impairment loss and realized loss on investments		(17,036	)		(61,411	)		—			(78,447	)		—			(35,020	)		—			(35,020	)
Other income (expense), net		(5,856	)		(2,704	)		(2,561	)(d)		(11,121	)		4,022			(2,875	)		(2,794	)(d)		(1,647	)
Total other income (expense), net		(37,662	)		(141,606	)		(84,166	)		(263,434	)		4,022			(227,268	)		60,054			(163,192	)
LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES		(530,740	)		(737,633	)		86,619			(1,181,754	)		(208,363	)		(726,283	)		33,487			(901,159	)
Non-controlling interests in net loss of consolidated subsidiaries		159,721			3,492			704,395	(f),(i)		867,608			—			4,244			658,854	(i)		663,098
LOSS BEFORE INCOME TAXES		(371,019	)		(734,141	)		791,014			(314,146	)		(208,363	)		(722,039	)		692,341			(238,061	)

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	Year Ended December 31, 2008												Year Ended December 31, 2007
	Historical												Historical
	12 Month Period			11 Month Period			Purchase			Clearwire			12 Month Period			12 Month Period			Purchase			Clearwire
	Clearwire			Old			Acctng and			Corporation			Clearwire			Old			Acctng and			Corporation
	Corporation(1)			Clearwire			Other(2)			Pro Forma			Corporation(1)			Clearwire			Other(2)			Pro Forma
	(In thousands)
Income tax provision		(61,607	)		(5,379	)		66,986	(j)		—			(16,362	)		(5,427	)		21,789	(j)		—
NET LOSS	$	(432,626	)	$	(739,520	)	$	858,000		$	(314,146	)	$	(224,725	)	$	(727,466	)	$	714,130		$	(238,061	)

(1) Basis of Presentation

Sprint entered into an agreement with Old Clearwire to combine both of their next generation wireless broadband businesses to form a new independent company called Clearwire. On Closing, Old Clearwire and the Sprint WiMAX Business completed the combination to form Clearwire.

The Transactions are being accounted for under SFAS No. 141 as a reverse acquisition with the Sprint WiMAX Business deemed to be the accounting acquirer.

On the Closing, the Investors made an aggregate $3.2 billion capital contribution to Clearwire and its subsidiary Clearwire Communications. In exchange for their investment, Google initially received 25,000,000 shares of Clearwire Class A Common Stock and Sprint and the other Investors received 505,000,000 shares of Clearwire Class B Common Stock and an equivalent amount of Clearwire Communications Class B Common Interests. The number of shares of Clearwire Class A and B Common Stock and Clearwire Communications Class B Common Interests, as applicable, that the Investors were entitled to receive under the Transaction Agreement was subject to a post-closing adjustment based on the trading price of Clearwire Class A Common Stock on NASDAQ over 15 randomly-selected trading days during the 30-day period ending on the 90th day after the Closing, or February 26, 2009, which we refer to as the Adjustment Date, with a floor of $17.00 per share and a cap of $23.00 per share. During the measurement period, Clearwire Class A Common Stock traded below $17.00 per share on NASDAQ, so on the Adjustment Date, we issued to the Investors an additional 4,411,765 shares of Clearwire Class A Common Stock and 23,823,529 shares of Clearwire Class B Common Stock and 23,823,529 additional Clearwire Communications Class B Common Interests to reflect the $17.00 final price per share. Additionally, in accordance with the subscription agreement, on February 27, 2009, CW Investments purchased 588,235 shares of Clearwire Class A Common Stock at $17.00 per share. For the purpose of determining the number of shares outstanding within the unaudited pro forma combined statements of operations, we assumed that the additional shares and common interests issued to the Investors on the Adjustment Date, as applicable, were issue as of the Closing and that the Closing was consummated on January 1, 2007. After giving effect to the Transactions, the post-closing adjustment and the investment by CW Investments of $10 million, Sprint owns the largest interest in Clearwire with an effective voting and economic interest in Clearwire and its subsidiaries of approximately 51%.

In connection with the integration of the Sprint WiMAX Business and Old Clearwire operations, we expect that certain non-recurring charges will be incurred. We also expect that certain synergies might be realized due to operating efficiencies or future revenue synergies expected to result from the Transactions. However, the amount and extent of those synergies cannot be quantified at this time. Therefore, no pro forma adjustments have been reflected in the unaudited pro form combined statements of operations to reflect any such costs or benefits.

(2)  Pro Forma Adjustments Related to Purchase Accounting and Other Non-recurring Charges for the Years Ended December 31, 2008 and 2007

The pro forma adjustments related to purchase accounting have been derived from the preliminary allocation of the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Old Clearwire, including the allocation of the excess of the estimated fair value of net assets acquired over the purchase price. The allocation of the purchase consideration is preliminary and based on valuations derived from estimated fair value assessments and assumptions used by management. The final purchase price allocation is pending the finalization of appraisal valuations of certain tangible and intangible assets acquired. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities

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assumed, and the resulting amount of the excess of estimated fair value of net assets acquired over the purchase price.

Article 11 of Regulation S-X requires that pro forma adjustments reflected in the unaudited pro forma statement of operations are directly related to the transaction for which pro forma financial information is presented and have a continuing impact on the results of operations. Certain charges have been excluded in the unaudited pro forma combined statement of operations as such charges were incurred in direct connection with or at the time of the Transactions and are not expected to have an ongoing impact on the results of operations after the Closing.

(a)	Represents the accelerated vesting of stock options for certain members of management upon the Closing, which resulted in a one-time charge of approximately $38.9 million recorded by Old Clearwire in its historical financial statements for the 11 months ended November 28, 2008. As these are non-recurring charges directly attributable to the Transactions, they are excluded from the unaudited pro forma combined statement of operations for the year ended December 31, 2008.
(b)	The adjustments are to record depreciation and amortization expense on a pro forma basis related to the new basis of Old Clearwire property, plant and equipment in purchase accounting which are being depreciated and amortized over their estimated remaining useful lives on a straight-line basis. The reduction in depreciation results from a decrease in the carrying value of property, plant and equipment as a result of the allocation of the excess of the estimated fair value of net assets acquired over the purchase price.
(c)	Represents the adjustments to record amortization on a pro forma basis related to the new basis of the Old Clearwire spectrum lease contracts and other intangible assets over their estimated weighted average remaining useful lives on a straight-line basis.
(d)	Represents the elimination of intercompany other income and related expenses associated with the historical agreements pre-Closing between the Sprint WiMAX Business and Old Clearwire, where Old Clearwire leased spectrum licenses from the Sprint WiMAX Business.
(e)	Represents the reversal of transaction costs of $48.6 million for the year ended December 31, 2008, comprised of $33.4 million of investment banking fees and $15.2 million of other professional fees, recorded in the Old Clearwire historical financial statements for the year ended December 31, 2008. As these are non-recurring charges directly attributable to the Transactions, they are excluded from the unaudited pro forma combined statement of operations for the year ended December 31, 2008.
(f)	Prior to the Closing, Sprint leased spectrum to Old Clearwire through various spectrum lease agreements. As part of the Transactions, Sprint contributed both the spectrum lease agreements and the spectrum assets underlying those agreements. As a result of the Transactions, the spectrum lease agreements were effectively terminated, and the settlement of those agreements was accounted for as a separate element from the business combination. A settlement loss of $80.6 million resulted from the termination as the agreements were considered to be unfavorable to us relative to current market rates. This one-time charge recorded by Clearwire at the Closing is excluded from the unaudited pro forma combined statement of operations for the year ended December 31, 2008.
(g)	Prior to the Closing of the Transactions, Old Clearwire refinanced the Senior Term Loan Facility and renegotiated the loan terms. Historical interest expense related to the Senior Term Loan Facility before the refinancing and amortization of the deferred financing fees recorded by Old Clearwire, in the amounts of $94.1 million and $95.3 million for the years ended December 31, 2008 and 2007, respectively, have been reversed as if the Transactions were consummated on January 1, 2007. Additionally, the loss on extinguishment of debt of $159.2 million recorded for the year ended December 31, 2007 was reversed in the unaudited pro forma combined statement of operations.
(h)	Represents the adjustment to record pro forma interest expense assuming the Senior Term Loan Facility and the Sprint Tranche under the Amended Credit Agreement were outstanding as of the beginning of the earliest period presented, January 1, 2007. The Closing would have resulted in an event of default under the terms of the credit agreement underlying the Senior Term Loan Facility unless the consent of the

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lenders was obtained. On November 21, 2008, Old Clearwire entered into the Amended Credit Agreement with the lenders to satisfy this closing condition. The Amended Credit Agreement resulted in additional fees to be paid and adjustments to the underlying interest rates. The Sprint Pre-Closing Financing Amount was assumed by Clearwire on the Closing as a result of the financing of the Sprint WiMAX Business by Sprint for the period April 1, 2008 through the Closing, and added as an additional tranche under the Amended Credit Agreement. Pro forma interest expense was calculated over the period using the effective interest method resulting in an adjustment of $175.7 million and $191.6 million for the years ended December 31, 2008 and 2007, respectively, based on an effective interest rate of 14.0 percent. Pro forma interest expense also reflects an adjustment to accrete the debt to par value. Pro forma interest expense was calculated based on the contractual terms under the Amended Credit Agreement, assuming a term equal to its contractual maturity of 30 months and the underlying interest rate was the base rate of 2.75 percent, as the 3 month LIBOR rate in effect at the Closing was less than the base rate. A one-eighth percentage change in the interest rate would increase or decrease interest expense by $1.6 million and $1.7 million for the years ended December 31, 2008 and 2007, respectively.

(i)

Represents the allocation of a portion of the pro forma combined net loss to the non-controlling interests in consolidated subsidiaries based on Sprint’s and the Investors’ (other than Google) ownership of the Clearwire Communications Class B Common Interests in Clearwire Communications upon Closing and reflects the contributions by CW Investments and the Investors at $17.00 per share following the post-closing adjustment. This adjustment is based on pre-tax loss since income tax consequences associated with any loss allocated to the Clearwire Communications Class B Common Interests will be incurred directly by the Investors (other than Google) and by Sprint.

(j)

Represents the adjustment to reflect the pro forma income tax expense for each period which was determined by computing the pro forma effective tax rates for each period, giving effect to the Transactions. Clearwire expects to generate net operating losses into the foreseeable future and thus has recorded a valuation allowance for the deferred tax assets not expected to be realized. Therefore, for the years ended December 31, 2008 and 2007, no tax benefit was recognized.

Liquidity and Capital Resource Requirements

At the Closing, we received an aggregate of $3.2 billion of cash proceeds from the Investors. We expect the cash proceeds from this investment to primarily be used to expand our mobile WiMAX network in the United States, for spectrum acquisitions, and for general corporate purposes. As of December 31, 2008, with the proceeds of the investment, we believe that we held sufficient cash, cash equivalents and marketable securities to cause our estimated liquidity needs to be satisfied for at least 12 months.

To execute our plans, we will likely seek additional capital in the near future and over the long term. Any additional debt financing would increase our future financial commitments, while any additional equity financing would be dilutive to our stockholders. This additional financing may not be available to us on favorable terms or at all. Our ability to obtain additional financing depends on several factors, including our market success as we deploy new mobile WiMAX markets, general economic conditions and the state of the capital markets, our future creditworthiness and restrictions contained in existing or future debt agreements.

We regularly evaluate our plans and strategy, and these evaluations often result in changes, some of which may be material and may significantly increase or decrease our cash requirements. Changes in our plans and strategy may include, among other things, changes to the extent and timing of our network deployment, increases or decreases in the number of our employees, introduction of new features or services, investments in capital and network infrastructure, acquisitions of spectrum or any combination of the foregoing.

In addition, recent distress in the financial markets has resulted in extreme volatility in security prices, diminished liquidity and credit availability and declining valuations of certain investments. Other than the impairment of our auction rate securities, we have assessed the implications of these factors on our current business and determined that there has not been a significant impact to our financial position or liquidity during 2008. If the national or global economy or credit market conditions in general were to deteriorate further in the future, it is possible that such changes could adversely affect our cash flows through increased interest costs or our

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ability to obtain additional external financing. The effects of these changes could also require us to make material changes to our current plans and strategy.

Cash Flow Analysis

The following analysis includes the results of operations for the Sprint WiMAX Business for the first eleven months of 2008 prior to the closing of the Transactions and the results of operations for Clearwire subsequent to the closing of the Transactions on November 28, 2008. The 2007 operations data represents the Sprint WiMAX Business’ historical results of operations.

The statement of cash flows includes the activities that were paid by Sprint on behalf of us prior to the closing of the Transactions. Financing activities include funding advances from Sprint through November 28, 2008. Further, the net cash used in operating activities and the net cash used in investing activities for capital expenditures and acquisitions of spectrum licenses and patents represent transfers of expenses or assets paid for by other Sprint subsidiaries.

The following table presents a summary of our cash flows and beginning and ending cash balances for the years ended December 31, 2008 and 2007 (in thousands):

	Year Ended December 31,
	2008			2007
Cash used in operating activities	$	(406,306	)	$	(339,519	)
Cash used in investing activities		(2,245,830	)		(683,080	)
Cash provided by financing activities		3,857,755			1,022,599
Effect of foreign currency exchange rates on cash and cash equivalents		524			—
Total cash flows		1,206,143			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period	$	1,206,143		$	—

Operating Activities

Net cash used in operating activities was $406.3 million for the year ended December 31, 2008. The cash used in operations is due primarily to payments for operating expenses, as we continue to expand and operate our business, and interest payments to service debt. This is partially offset by $20.2 million in cash received from customers.

Net cash used in operating activities was $339.5 million for the year ended December 31, 2007.

Investing Activities

During the year ended December 31, 2008, net cash used in investing activities was $2.2 billion. The net cash used in investing activities is due primarily to $1.8 billion in purchases of available-for-sale securities following the $3.2 billion cash investment from the Investors, $534.2 million in cash paid for property, plant and equipment and $109.3 million in payments for acquisition of spectrum licenses and other intangibles. These uses of cash are partially offset by $171.8 million of cash acquired from Old Clearwire as a result of the Transactions.

During the year ended December 31, 2007, net cash used in investing activities was $683.1 million. The net cash used in investing activities is due to $353.6 million in payments for acquisition of spectrum licenses and other intangibles and $329.5 million in cash paid for property, plant and equipment.

Financing Activities

Net cash provided by financing activities was $3.9 billion for the year ended December 31, 2008. This is primarily due to $3.2 billion of cash received from the Investors, $532.2 million pre-transaction funding from Sprint and $392.2 million from the Sprint Pre-Closing Financing Amount, up through the Closing. These are partially

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offset by $213.0 million paid to to Sprint for partial reimbursement of the pre-closing financing, a $50.0 million debt financing fee and a $3.6 million payment on our Senior Term Loan Facility.

Net cash provided by financing activities was $1.0 billion for the year ended December 31, 2007. This was due to advances from Sprint.

Contractual Obligations

The contractual obligations presented in the table below represent our estimates of future payments under fixed contractual obligations and commitments as of December 31, 2008. Changes in our business needs or interest rates, as well as actions by third parties and other factors, may cause these estimates to change. Because these estimates are complex and necessarily subjective, our actual payments in future periods are likely to vary from those presented in the table. The following table summarizes our contractual obligations including principal and interest payments under our debt obligations, payments under our spectrum lease obligations, and other contractual obligations as of December 31, 2008 (in thousands):

			Less Than
Contractual Obligations	Total		1 Year		1 - 3 Years		3 - 5 Years		Over 5 Years
Long-term debt obligations	$	1,490,838	$	14,292	$	1,476,546	$	—	$	—
Interest payments(1)		401,665		125,007		276,658		—		—
Operating lease obligations		2,868,823		119,390		238,357		237,862		2,273,214
Spectrum lease obligations		5,020,998		149,833		248,876		268,393		4,353,896
Other contractual obligations(2)		541,822		246,357		169,483		34,460		91,522
Total	$	10,324,146	$	654,879	$	2,409,920	$	540,715	$	6,718,632

(1)	Our interest payment obligations are estimated for all years using an interest rate of approximately 14.73%, based on our expected interest rate through the term of the loan.
(2)	Includes agreements to purchase equipment and installation services, backhaul and other goods and services from suppliers with take-or-pay obligations.

We do not have any obligations that meet the definition of an off-balance-sheet arrangement that have or are reasonably likely to have a material effect on our financial statements.

Recent Accounting Pronouncements

SFAS No. 141(R) — In December 2007, the Financial Accounting Standards Board, which we refer to as the FASB, issued SFAS No. 141 (revised 2007), Business Combinations, which we refer to as SFAS No. 141(R). In SFAS No. 141(R), the FASB retained the fundamental requirements of SFAS No. 141 to account for all business combinations using the acquisition method (formerly the purchase method) and for an acquiring entity to be identified in all business combinations. The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the Transactions; establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; requires transaction costs to be expensed as incurred; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for annual periods beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing U.S. GAAP until January 1, 2009. We expect SFAS No. 141(R) will have an impact on our consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date.

SFAS No. 160 — In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which we refer to as SFAS No. 160. SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, and requires all entities to report non-controlling (minority) interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent

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stockholders’ equity. SFAS No. 160 also requires any acquisitions or dispositions of non-controlling interests that do not result in a change of control to be accounted for as equity transactions. Further, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 is effective for annual periods beginning on or after December 15, 2008. We will adopt SFAS No. 160 on January 1, 2009 as we have significant non-controlling interests. SFAS No. 160 will require us to present our non-controlling interests as a part of stockholders’ equity.

SFAS No. 161— In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which we refer to as SFAS No. 161. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We have not adopted SFAS No. 161, and we do not expect the effects of SFAS No. 161 to have a material effect on our consolidated financial statements.

FSP No. 142-3— In April 2008, the FASB issued FASB Staff Position, which we refer to as FSP, No. 142-3, Determination of the Useful Life of Intangible Assets, which we refer to as FSP No. 142-3. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP No. 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141, and other U.S. GAAP. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We have not adopted FSP No. 142-3, and we do not expect the effects of FSP No. 142-3 to have a material effect on our consolidated financial statements.

ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and changes in the market value of investments.

Interest Rate Risk

Our primary interest rate risk is associated with our Senior Term Loan Facility assumed at fair value as part of the Closing in the amount of $1.19 billion, net of discount, and the Sprint Tranche entered into on December 1, 2008, related to the reimbursement of $179.2 million of the Sprint Pre-Closing Financing Amount. We have a total outstanding principal balance of $1.41 billion, with a carrying value and an approximate fair market value of $1.36 billion at December 31, 2008. The rate of interest for borrowings under the Senior Term Loan Facility is the LIBOR base rate plus a margin of 6.00%, which base rate shall be no lower than 2.75% per annum or the alternate base rate, which is equal to the greater of (a) the Prime Rate or (b) the Federal Funds Effective rate plus 1/2 of 1%, plus a margin of 5.00%, which base rate shall be no lower than 4.75% per annum. These margin rates increase by 50 basis points on each of the sixth, twelfth, and eighteen month anniversaries of the Closing. At our option, the accrued interest resulting from the margin increases will be payable in cash or payable in kind by capitalizing the additional interest and adding it to the outstanding principal amount of the Senior Term Loan Facility. On the second anniversary of the Closing, for LIBOR-based loans, the applicable margin rate will increase to 14.00% per annum and for alternate base rate loans the applicable margin rate will increase to 13.00% per annum. Interest is payable quarterly with respect to alternate base rate loans, and with respect to LIBOR-based loans, interest is payable in arrears at the end of each applicable period, but at least every three months. In addition, on the second anniversary of the Closing, we are required to pay an amount equal to 4.00% of the outstanding principal balance of the Senior Term Loan Facility. This fee will be paid in kind by capitalizing the amount of the fee and adding it to the outstanding principal amount of the Senior Term Loan Facility. The current interest rate on our Senior Term Loan Facility was 8.8% at December 31, 2008. Our semi-variable interest rate has a LIBOR floor of 2.75%. A one percent increase above the floor would increase our annual interest expense by approximately $14.1 million per year.

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Foreign Currency Exchange Rates

We are exposed to foreign currency exchange rate risk as it relates to our international operations. We currently do not hedge our currency exchange rate risk and, as such, we are exposed to fluctuations in the value of the United States dollar against other currencies. Our international subsidiaries and equity investees generally use the currency of the jurisdiction in which they reside, or local currency, as their functional currency. Assets and liabilities are translated at exchange rates in effect as of the balance sheet date and the resulting translation adjustments are recorded within accumulated other comprehensive income (loss). Income and expense accounts are translated at the average monthly exchange rates during the reporting period. The effects of changes in exchange rates between the designated functional currency and the currency in which a transaction is denominated are recorded as foreign currency transaction gains (losses) and recorded in the consolidated statement of operations. We believe that the fluctuation of foreign currency exchange rates did not have a material impact on our consolidated financial statements.

Investment Risk

At December 31, 2008, we held available-for-sale short-term and long-term investments with a fair value of $1.92 billion and a cost of $1.92 billion, of which investments with a fair value and cost of $19.0 million were auction rate securities and investments with a fair value and a cost of $1.90 billion were U.S. government and agency issues. We regularly review the carrying value of our short-term and long-term investments and identify and record losses when events and circumstances indicate that declines in the fair value of such assets below our accounting basis are other-than-temporary. The estimated fair values of our investments are subject to significant fluctuations due to volatility of the credit markets in general, company-specific circumstances, changes in general economic conditions and use of management judgment when observable market prices and parameters are not fully available.

Auction rate securities are variable rate debt instruments whose interest rates are normally reset approximately every 30 or 90 days through an auction process. Our investments in auction rate securities represent interests in collateralized debt obligations, which we refer to as CDOs, supported by preferred equity securities of insurance companies and financial institutions with stated final maturity dates in 2033 and 2034. The total fair value and cost of our security interests in CDOs as of December 31, 2008 was $12.9 million. We also own auction rate securities that are Auction Market Preferred securities issued by a monoline insurance company and these securities are perpetual and do not have a final stated maturity. The total fair value and cost of our Auction Market Preferred securities as of December 31, 2008 was $6.1 million. These securities were rated BBB or Ba1 by Standard & Poor’s or Moody’s rating services, respectively, at December 31, 2008. Current market conditions are such that we are unable to estimate when the auctions will resume. As a result, our auction rate securities are classified as long-term investments.

Derivative Instruments

As part of the closing of the Transactions, we assumed two interest rate swap contracts that were entered into by Old Clearwire. In accordance with SFAS No. 133, we did not designate these swap agreements as cash flow hedges as of December 31, 2008. We are not holding these derivative contracts for trading or speculative purposes and continue to hold these derivatives to offset our exposure to interest rate risk.

The following table sets forth information regarding our interest rate derivative contracts as of December 31, 2008 (in thousands):

Type of	Notional		Maturity		Receive		Pay			Fair Market
Derivative	Amount		Date		Index Rate		Fixed Rate			Value
Swap	$	300,000		3/5/2010		3-month LIBOR		3.50	%	$	(7,847	)
Swap	$	300,000		3/5/2011		3-month LIBOR		3.62	%	$	(13,744	)

In addition, we are exposed to certain losses in the event of non-performance by the counterparties under the interest rate derivative contracts. We expect the counterparties, which are major financial institutions, to perform fully under these contracts. However, if the counterparties were to default on their obligations under the interest rate

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derivative contracts, we could be required to pay the full rates on our debt, even if such rates were in excess of the rates in the interest rate swap contracts.

ITEM 8.   Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	74
Report of Independent Registered Public Accounting Firm	75
Consolidated Balance Sheets as of December 31, 2008 and 2007	76
Consolidated Statements of Operations for the years ended December 31, 2008 and 2007	77
Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007	78
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss for the years ended December 31, 2008 and 2007	79
Notes to Consolidated Financial Statements	80

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Clearwire Corporation

Kirkland, Washington

We have audited the accompanying consolidated balance sheet of Clearwire Corporation and subsidiaries (formerly the WiMAX Operations of Sprint Nextel Corporation) (the “Company”) as of December 31, 2008, and the related consolidated statements of operations, cash flows, and stockholders’ equity and comprehensive loss for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Clearwire Corporation and subsidiaries as of December 31, 2008, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, on November 28, 2008, Clearwire Corporation and the WiMAX Operations of Sprint Nextel Corporation (the “Sprint WiMAX Business”) completed a business combination. For financial reporting purposes, the Sprint WiMAX Business was determined to be the accounting acquirer and the accounting predecessor to the Company. The consolidated financial statements of the Company for the year ended December 31, 2008 include the results of the Sprint WiMAX Business from January 1, 2008 through November 28, 2008, and the consolidated results of the combined entity for the period from November 29, 2008 through December 31, 2008. The accounts of the Sprint WiMAX Business for the period prior from January 1, 2008 through November 28, 2008 have been prepared from the separate records maintained by Sprint Nextel Corporation and reflect allocations of expenses from Sprint Nextel Corporation and, therefore, may not necessarily be indicative of the financial position, results of operations and cash flows that would have resulted had the Sprint WiMAX Business functioned as a stand-alone operation.

/s/  Deloitte & Touche LLP

Seattle, Washington

March 25, 2009

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Clearwire Corporation (formerly the WiMAX Operations of Sprint Nextel Corporation):

We have audited the accompanying balance sheet of the WiMAX Operations of Sprint Nextel Corporation as of December 31, 2007, and the related statements of operations, cash flows and business equity (included within the statement of stockholders’ equity and comprehensive loss) for the year then ended. These financial statements are the responsibility of Sprint Nextel Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the WiMAX Operations of Sprint Nextel Corporation as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/  KPMG LLP

McLean, Virginia
August 4, 2008

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CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2008			2007
	(In thousands, except share and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,206,143		$	—
Short-term investments (Note 4)		1,901,749			—
Restricted cash		1,159			—
Accounts receivable, net of allowance of $913 and $0		4,166			—
Notes receivable		4,837			—
Inventory		3,174			—
Prepaids and other assets		44,644			8,399
Total current assets		3,165,872			8,399
Property, plant and equipment, net (Note 5)		1,319,945			491,896
Restricted cash		8,381			—
Long-term investments (Note 4)		18,974			—
Spectrum licenses (Note 6)		4,471,862			2,642,590
Other intangible assets, net (Note 7)		122,808			1,273
Investments in equity investees		10,956			—
Other assets		5,369			—
TOTAL ASSETS	$	9,124,167		$	3,144,158
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses (Note 8)	$	145,417		$	—
Deferred revenue		11,761			—
Current portion of long-term debt (Note 10)		14,292			—
Total current liabilities		171,470			—
Long-term debt (Note 10)		1,350,498			—
Deferred tax liabilities (Note 9)		4,164			679,222
Other long-term liabilities		95,225			—
Total liabilities		1,621,357			679,222
NON-CONTROLLING INTERESTS (Note 15)		5,436,618			—
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY (Note 15):
Class A Common Stock, par value $0.0001, 1,300,000,000 shares authorized; 190,001,706 shares issued and outstanding as of December 31, 2008		19			—
Class B Common Stock, par value $0.0001, 750,000,000 shares authorized; 505,000,000 shares issued and outstanding as of December 31, 2008		51			—
Additional paid-in capital		2,092,861			—
Business equity of the Sprint WiMAX Business		—			2,464,936
Accumulated other comprehensive income (Note 17)		3,194			—
Accumulated deficit		(29,933	)		—
Total stockholders’ equity		2,066,192			2,464,936
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,124,167		$	3,144,158

See notes to consolidated financial statements

76

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2008			2007
	(In thousands, except per share data)
REVENUES	$	20,489		$	—
OPERATING EXPENSES:
Cost of goods and services and network costs (exclusive of items shown separately below)		131,489			48,865
Selling, general and administrative expense		150,940			99,490
Depreciation and amortization (Notes 5 and 7)		58,146			3,979
Spectrum lease expense (Notes 6 and 13)		90,032			60,051
Transaction related expenses (Note 3)		82,960			—
Total operating expenses		513,567			212,385
OPERATING LOSS		(493,078	)		(212,385	)
OTHER INCOME (EXPENSE):
Interest income		1,091			—
Interest expense (Note 10)		(16,545	)		—
Foreign currency gains, net		684			—
Other-than-temporary impairment loss and realized loss on investments (Note 4)		(17,036	)		—
Other income (expense), net		(5,856	)		4,022
Total other income (expense), net		(37,662	)		4,022
LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES		(530,740	)		(208,363	)
Non-controlling interests in net loss of consolidated subsidiaries (Note 15)		159,721			—
LOSS BEFORE INCOME TAXES		(371,019	)		(208,363	)
Income tax provision (Note 9)		(61,607	)		(16,362	)
NET LOSS	$	(432,626	)	$	(224,725	)
Net loss per Class A Common Share (Note 16):
Basic	$	(0.16	)
Diluted	$	(0.28	)
Weighted average Class A Common Shares outstanding:
Basic		189,921
Diluted		694,921

See notes to consolidated financial statements

77

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2008			2007
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(432,626	)	$	(224,725	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for uncollectible accounts		743			—
Depreciation and amortization		58,146			3,979
Amortization of spectrum leases		17,109			—
Accretion of debt discount		1,667			—
Share-based compensation		6,465			—
Other-than-temporary impairment loss and realized loss on investments		17,036			—
Deferred income taxes		61,607			16,362
Loss on settlement of pre-existing lease arrangements		80,573			—
Non-cash interest on swaps		6,072			—
Non-controlling interests		(159,721	)		—
Losses from equity investees, net		174			—
Gain on other asset disposals		(204	)		—
Changes in assets and liabilities, net of effects of acquisition:
Inventory		(892	)		—
Accounts receivable		(341	)		—
Prepaids and other assets		(56,784	)		(135,135	)
Accounts payable		(4,044	)		—
Accrued expenses and other liabilities		(1,286	)		—
Net cash used in operating activities		(406,306	)		(339,519	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(534,196	)		(329,469	)
Payments for spectrum licenses and other intangible assets		(109,257	)		(353,611	)
Purchases of available-for-sale investments		(1,774,324	)		—
Net cash acquired in acquisition of Old Clearwire		171,780			—
Net decrease to restricted cash		167			—
Net cash used in investing activities		(2,245,830	)		(683,080	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from Sprint Nextel Corporation		532,165			1,022,599
Sprint Nextel Corporation pre-closing financing		392,196			—
Repayment of Sprint Nextel Corporation pre-closing financing		(213,000	)		—
Principal payments on long-term debt		(3,573	)		—
Debt financing fees		(50,000	)		—
Strategic investors cash contribution		3,200,037			—
Other financing		(70	)		—
Net cash provided by financing activities		3,857,755			1,022,599
Effect of foreign currency exchange rates on cash and cash equivalents		524			—
Net increase in cash and cash equivalents		1,206,143			—
CASH AND CASH EQUIVALENTS:
Beginning of period		—			—
End of period	$	1,206,143		$	—
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	$	7,432		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of Old Clearwire Class A shares into New Clearwire Class A shares	$	894,433		$	—
Common stock of Sprint Nextel Corporation issued for spectrum licenses		4,000			100,000
Fixed asset purchases in accounts payable		40,761			—
Fixed asset purchases included in advances and contributions from Sprint Nextel Corporation		—			164,652
Spectrum purchases in accounts payable		10,560			—

See notes to consolidated financial statements

78

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

For the Years Ended December 31, 2008 and 2007

														Accumulated
	Class A				Class B				Additional Paid In		Business Equity of			Other					Total
	Common Stock				Common Stock				Capital		Sprint WiMAX			Comprehensive		Accumulated			Stockholders’
	Shares		Amounts		Shares		Amounts		Amounts		Business			Income		Deficit			Equity
	(In thousands)
Balances at January 1, 2007 (Inception)		—	$	—		—	$	—	$	—	$	1,402,410		$	—	$	—		$	1,402,410
Net advances from Sprint Nextel Corporation		—		—		—		—		—		1,287,251			—		—			1,287,251
Net loss		—		—		—		—		—		(224,725	)		—		—			(224,725	)
Comprehensive loss																				(224,725	)
Balances at December 31, 2007		—		—		—		—		—		2,464,936			—		—			2,464,936
Net advances from Sprint Nextel Corporation		—		—		—		—		—		451,925			—		—			451,925
Net loss (a)												(402,693	)							(402,693	)
Comprehensive loss (a)						—		—		—		—			—		—			(402,693	)
Deferred tax liability retained by Sprint Nextel Corporation		—		—		—		—		—		755,018			—		—			755,018
Total Sprint Nextel Corporation contribution at November 28, 2008		—		—		—		—		—		3,269,186			—		—			3,269,186
Allocation of Sprint Nextel Corporation business equity at closing to Clearwire		—		—		—		—		—		(3,269,186	)		—		—			(3,269,186	)
Recapitalization resulting from Strategic Transaction		189,484		19		505,000		51		2,092,005		—			—		—			2,092,075
Net loss (a)		—		—		—		—		—		—			—		(29,933	)		(29,933	)
Foreign currency translation adjustment		—		—		—		—		—		—			2,682		—			2,682
Unrealized gain on investments		—		—		—		—		—		—			512		—			512
Comprehensive loss (a)																				(26,739	)
Share-based compensation and other capital transactions		518		—		—		—		856		—			—		—			856
Balances at December 31, 2008		190,002	$	19		505,000	$	51	$	2,092,861	$	—		$	3,194	$	(29,933	)	$	2,066,192

(a) Net loss for the year ended December 31, 2008 was ($432,626) and comprehensive loss was ($429,432).

See notes to consolidated financial statements

79

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Description of Business

We started operations on January 1, 2007 as a developmental stage company representing a collection of assets, related liabilities and activities accounted for in various legal entities that were wholly-owned subsidiaries of Sprint Nextel Corporation, which we refer to as Sprint or the Parent. The nature of the assets held by the Sprint legal entities was primarily 2.5 GHz Federal Communications Commission, which we refer to as FCC, licenses and certain property, plant and equipment related to the Worldwide Interoperability of Microwave Access, which we refer to as WiMAX, network. The acquisition of the assets was funded by the Parent. As Sprint had acquired significant amounts of FCC licenses on our behalf in the past, these purchases have been presented as part of the opening business equity as principal operations did not commence until January 1, 2007, at which time the operations qualified as a business pursuant to Rule 11-01(d) of Regulation S-X. From January 1, 2007 through November 28, 2008, we conducted our business as the WiMAX Operations of Sprint, which we refer to as the Sprint WiMAX Business, with the objective of developing a next generation wireless broadband network.

On May 7, 2008, Sprint announced that it had entered into a definitive agreement with the legacy Clearwire Corporation, which we refer to as Old Clearwire, to combine both of their next generation wireless broadband businesses to form a new independent company to be called Clearwire Corporation, which we refer to as Clearwire. In addition, five independent partners, including Intel Corporation through Intel Capital, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks LLC, collectively, whom we refer to as the Investors, agreed to invest $3.2 billion in Clearwire and its subsidiary Clearwire Communications LLC, which we refer to as Clearwire Communications. On November 28, 2008, which we refer to as the Closing, Old Clearwire and the Sprint WiMAX Business completed the combination to form Clearwire and the Investors contributed a total of $3.2 billion of new equity to Clearwire and Clearwire Communications. Prior to closing, the activities and certain assets of the Sprint WiMAX Business were transferred to a single legal entity that was contributed to Clearwire at close in exchange for an equity interest in Clearwire. The transactions described above are collectively referred to as the Transactions. After the Transactions we owned 100% of the voting interests and 27% of the economic interests in Clearwire Communications, which we consolidate as a controlled subsidiary. Clearwire holds no assets other than its interests in Clearwire Communications.

The consolidated financial statements of Clearwire and subsidiaries include the results of the Sprint WiMAX Business from January 1, 2007 through November 28, 2008 and the results of the combined entities thereafter for the period from November 29, 2008 through December 31, 2008. For financial reporting purposes, the Sprint WiMAX Business was determined to be the accounting acquirer and accounting predecessor. The assets acquired and liabilities assumed of Old Clearwire have been accounted for at fair value in accordance with the purchase method of accounting, and its results of operations have been included in our consolidated financial results beginning on November 29, 2008.

The accounts and financial statements of Clearwire for the period from January 1, 2007 through November 28, 2008 have been prepared from the separate records maintained by Sprint. Further, such accounts and financial statements include allocations of expenses from Sprint and therefore may not necessarily be indicative of the financial position, results of operations and cash flows that would have resulted had we functioned as a stand-alone operation. Sprint directly assigned, where possible, certain costs to us based on our actual use of the shared services. These costs include network related expenses, office facilities, treasury services, human resources, supply chain management and other shared services. Where direct assignment of costs was not possible or practical, Sprint used indirect methods, including time studies, to estimate the assignment of its costs to us, which were allocated to us through a management fee. Cash management was performed on a consolidated basis, and Sprint processed payables, payroll and other transactions on our behalf. Assets and liabilities which were not specifically identifiable to us included:

•  Cash, cash equivalents and investments, with activity in our cash balances being recorded through business equity;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  Accounts payable, which were processed centrally by Sprint and were passed to us through intercompany accounts that were included in business equity; and

•  Certain accrued liabilities, which were passed through to us through intercompany accounts that were included in business equity.

Our statement of cash flows prior to November 28, 2008 presents the activities that were paid by Sprint on our behalf. Financing activities include funding advances from Sprint, presented as business equity, since Sprint managed our financing activities on a centralized basis. Further, the net cash used in operating activities and the net cash used in investing activities for capital expenditures and acquisitions of FCC licenses and patents represent transfers of expenses or assets paid for by other Sprint subsidiaries. No cash payments were made by us for income taxes or interest prior to November 28, 2008.

We will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, small businesses, medium and large enterprises, public safety organizations and educational institutions. We expect to deploy the mobile WiMAX technology, based on the IEEE 802.16e-2005 standard, in our planned markets using 2.5 GHz FCC licenses.

2.   Summary of Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission, which we refer to as the SEC. The following is a summary of our significant accounting policies:

Principles of Consolidation — The consolidated financial statements include all of the assets, liabilities and results of operations of our wholly-owned subsidiaries, majority-owned and controlled subsidiaries, and our controlled subsidiaries. Investments in entities that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method. All intercompany transactions are eliminated in consolidation.

Reclassifications — Certain reclassifications have been made to prior period amounts to conform with the current period presentation.

Use of Estimates — Our accounting policies require management to make complex and subjective judgments. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. These factors could have a material impact on our financial statements, the presentation of our financial condition, changes in financial condition or results of operations.

Significant estimates inherent in the preparation of the accompanying financial statements include the application of purchase accounting, including the valuation of acquired assets and liabilities, the valuation of investments and other-than-temporary impairment of investments, the amortization period of spectrum leases, indefinite lived intangible asset impairment analyses, allowance for doubtful accounts, depreciation and the useful lives for property, plant and equipment, tax valuation allowances and equity granted to third parties and employees.

Cash and Cash Equivalents — Cash and cash equivalents consist of money market mutual funds and highly liquid short-term investments with original maturities of three months or less. Cash and cash equivalents exclude cash that is contractually restricted for operational purposes. We maintain cash and cash equivalent balances with financial institutions that exceed federally insured limits. We have not experienced any losses related to these balances, and management believes the credit risk related to these balances to be minimal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Cash — Restricted cash is classified as a current or noncurrent asset based on its designated purpose. The majority of this restricted cash relates to outstanding letters of credit.

Investments — Statement of Financial Accounting Standards, which we refer to as SFAS, No. 115, Accounting for Certain Investments in Debt and Equity Securities, and Staff Accounting Bulletin, which we refer to as SAB Topic 5.M, Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities, provide guidance on accounting for investments and determining when an investment is other-than-temporarily impaired. We classify marketable debt and equity securities that are available for current operations as short-term available-for-sale investments, and these securities are stated at fair value. Unrealized gains and losses are recorded within accumulated other comprehensive income (loss). Losses are recognized in net loss when a decline in fair value is determined to be other-than-temporary. Realized gains and losses are determined on the basis of the specific identification method. We review our short-term and long-term investments on an ongoing basis for indicators of other-than-temporary impairment, and this determination requires significant judgment.

We have an investment portfolio comprised of U.S. Treasuries and auction rate securities. The value of these securities is subject to market volatility during the period the investments are held and until their sale or maturity. We recognize realized losses when declines in the fair value of our investments below their cost basis are judged to be other-than-temporary. In determining whether a decline in fair value is other-than-temporary, we consider various factors including market price (when available), investment ratings, the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair value has been less than the cost basis, and our intent and ability to hold the investment until maturity or for a period of time sufficient to allow for any anticipated recovery in market value. We make significant judgments in considering these factors. If it is judged that a decline in fair value is other-than-temporary, the investment is valued at the current estimated fair value and a realized loss equal to the decline is reflected in the consolidated statement of operations.

In determining fair value, we use quoted prices in active markets where such prices are available, or models to estimate the fair value using various methods including the market and income approaches. For investments where models are used to estimate fair value in the absence of quoted market prices, we utilize certain assumptions that market participants would use in pricing the investment, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs include those that are readily observable, market corroborated, and unobservable Company inputs. We believe that our pricing models, inputs and assumptions are what market participants would use in pricing the securities. We maximize the use of observable inputs in the pricing models where quoted market prices from securities and derivatives exchanges are available and reliable. We typically receive external valuation information for U.S. Treasuries, other U.S. Government and Agency securities, as well as certain corporate debt securities, money market funds and certificates of deposit. We also use certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and rely, to a certain extent, on management’s own assumptions about the assumptions that market participants would use in pricing the security. Our internally generated pricing models may include our own data and require us to use our judgment in interpreting relevant market data, matters of uncertainty and matters that are inherently subjective in nature. We use many factors that are necessary to estimate market values, including, interest rates, market risks, market spreads, timing of cash flows, market liquidity, review of underlying collateral and principal, interest and dividend payments. The use of different judgments and assumptions could result in different presentations of pricing and security prices could change significantly based on market conditions.

Fair Value Measurements — On January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements, which we refer to as SFAS No. 157, for our financial assets and liabilities that are recognized or disclosed at fair value on an annual or more frequently recurring basis. These include our derivative financial instruments and our short-term and long-term investments. The adoption of SFAS No. 157 did not have a significant effect on our consolidated financial statements. In accordance with Financial Accounting Standards Board, which we refer to as FASB, Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which we refer to as FSP No. 157-2, we have

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

deferred the adoption of SFAS No. 157 for our nonfinancial assets and nonfinancial liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009.

See Note 12, Fair Value Measurements, for information regarding our use of fair value measurements and our adoption of the provisions of SFAS No. 157.

Accounts Receivable — Accounts receivables are stated at amounts due from customers net of an allowance for doubtful accounts. We specifically provide allowances for customers with known disputes or collectability issues. The remaining reserve recorded in the allowance for doubtful accounts is our best estimate of the amount of probable losses in the remaining accounts receivable based upon an evaluation of the age of receivables and historical experience.

Inventory — Inventory primarily consists of customer premise equipment, which we refer to as CPE, and other accessories sold to customers and is stated at the lower of cost or net realizable value. Cost is determined under the average cost method. We record inventory write-downs for obsolete and slow-moving items based on inventory turnover trends and historical experience.

Property, Plant and Equipment — Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. We capitalize costs of additions and improvements, including direct costs of constructing property, plant and equipment and interest costs related to construction. The estimated useful life of equipment is determined based on historical usage of identical or similar equipment, with consideration given to technological changes and industry trends that could impact the network architecture and asset utilization. Leasehold improvements are recorded at cost and amortized over the lesser of their estimated useful lives or the related lease term, including renewals that are reasonably assured. Maintenance and repairs are expensed as incurred.

Property, plant and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as required by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which we refer to as SFAS No. 144. The decline in the stock price from the Closing to December 31, 2008, coupled with our stock price at December 31, 2008 being below our book value per share at the Closing, was deemed to be a triggering event, requiring us to perform an impairment test. According to SFAS No. 144, if the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the assets. Impairment analyses, when performed, are based on forecasted cash flows that consider our business and technology strategy, management’s views of growth rates for the business, anticipated future economic and regulatory conditions and expected technological availability. For purposes of recognition and measurement, we group our long-lived assets at the lowest level for which there are identifiable cash flows which are largely independent of other assets and liabilities. There were no property, plant and equipment impairment losses recorded in the years ended December 31, 2008 and 2007.

Internally Developed Software — We capitalize costs related to computer software developed or obtained for internal use in accordance with Statement of Position, which we refer to as SOP, No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Software obtained for internal use has generally been enterprise-level business and finance software customized to meet specific operational needs. Costs incurred in the application development phase are capitalized and amortized over the useful life of the software, which is generally three years. Costs recognized in the preliminary project phase and the post-implementation phase are expensed as incurred.

Spectrum Licenses — Spectrum licenses primarily include owned spectrum licenses with indefinite lives, owned spectrum licenses with definite lives, and favorable spectrum leases. The cost of indefinite lived spectrum licenses acquired are fair valued at the date of acquisition. We account for our spectrum licenses with indefinite lives in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, which we refer to as SFAS No. 142. The impairment test for intangible assets with indefinite useful lives consists of a comparison of the

83

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fair value of an intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. The fair value is determined by estimating the discounted future cash flows that are directly associated with, and that are expected to arise as a direct result of the use and eventual disposition of, the asset. In accordance with SFAS No. 142, intangible assets with indefinite useful lives are assessed for impairment annually, or more frequently, if an event indicates that the asset might be impaired. We had no impairment of our indefinite lived intangible assets in any of the periods presented.

Spectrum licenses with definite useful lives and favorable spectrum leases are recorded at fair value at the date of acquisition and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as required by SFAS No. 144. As stated in Property, Plant and Equipment, we determined that we had a triggering event in accordance with SFAS No. 144 and concluded that there was no impairment losses for spectrum licenses with definite useful lives and favorable spectrum leases in the years ended December 31, 2008 and 2007.

Other Intangible Assets — Intangible assets consist of subscriber relationships, trademarks and patents, and are stated at cost less accumulated amortization, for those intangible assets with definite lives. Amortization is calculated using either the straight-line method or an accelerated method over the assets estimated remaining useful lives. The cost of intangibles acquired in a business combination are fair valued at the date of acquisition. We account for our other intangible assets in accordance with the provisions of SFAS No. 142. In accordance with SFAS No. 142, intangible assets with indefinite useful lives are assessed for impairment annually, or more frequently if an event indicates that the asset might be impaired. We performed our impairment test in the fourth quarter of 2008 and 2007 and found no impairment of our indefinite lived intangible assets.

Business Combinations — We account for acquisitions occurring before January 1, 2009 using the purchase method in accordance with SFAS No. 141, Business Combinations, which we refer to as SFAS No. 141. The Closing of the Transactions at November 28, 2008 was accounted for using SFAS No. 141. SFAS No. 141 requires that the total purchase price be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. If the cost of the acquisition is less than the fair value of the net assets acquired, the difference is allocated to certain long-term non-financial assets. The allocation process requires an analysis of acquired fixed assets, contracts, and contingencies to identify and allocate the excess of fair value over cost of all assets acquired. Significant management judgment is required in estimating the fair value of assets acquired and liabilities assumed. The fair value estimates are based on future expectations and assumptions deemed reasonable by management. Our allocation of the purchase price to specific assets and liabilities is based upon valuation procedures and techniques using income, cost and market approaches. Purchase transactions are subject to purchase price allocation adjustments due to contingency resolution for up to one year after close.

Derivative Instruments — In the normal course of business, we are exposed to the effects of interest rate changes. We have limited our exposure by adopting established risk management policies and procedures, including the use of derivative instruments. It is our policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. We account for derivative instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which we refer to as SFAS No. 133. SFAS No. 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS No. 133, we record all derivatives on the balance sheet at fair value as either assets or liabilities. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Each derivative is designated as either a cash flow hedge, a fair value hedge, or remains undesignated. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Our derivative instruments are undesignated, with changes in fair value recognized currently in the consolidated statement of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest Capitalization — We follow the provisions of SFAS No. 34, Capitalization of Interest Cost, with respect to our spectrum licenses and the related construction of our network infrastructure assets. Capitalization of interest commences with pre-construction period administrative and technical activities, which includes obtaining leases, zoning approvals and building permits, and ceases when the construction is substantially complete and available for use (generally when a market is launched). Interest is capitalized on property, plant and equipment, improvements under construction, and spectrum licenses accounted for as intangible assets with indefinite useful lives. Interest capitalization is based on rates applicable to borrowings outstanding during the period and the weighted average balance of qualified assets under construction during the period. Capitalized interest is reported as a cost of the network assets and amortized over the useful life of those assets.

Comprehensive Loss — Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under generally accepted accounting principles are excluded from net loss but recorded as an element of stockholders’ equity. Our other comprehensive income (loss) is comprised of foreign currency translation adjustments from our foreign subsidiaries that do not use the U.S. dollar as their functional currency and unrealized gains and losses on marketable securities classified as available-for-sale.

Income Taxes — We account for income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which we refer to as SFAS No. 109, which requires that deferred income taxes be determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities using the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are also recorded for net operating loss, capital loss, and tax credit carryforwards. Valuation allowances, if any, are recorded to reduce deferred tax assets to the amount considered more likely than not to be realized. We also apply FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which we refer to as FIN 48, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements.

Non-Controlling Interests — Non-controlling interests on the consolidated balance sheets include third-party investments in entities that we consolidate, but do not wholly own. The net pre-tax results attributed to non-controlling interest holders in consolidated entities are included in non-controlling interest income (expense) in our consolidated statements of operations. We allocate net loss and other comprehensive income (loss) to non-controlling interest owners based on the amounts that would be distributed to the equity interest owners in accordance with their applicable ownership percentages. To the extent that the losses applicable to the non-controlling interest owners would cause the non-controlling interest owners to exceed their obligation to make good such losses, the amounts are reallocated back to us. We will recover any such losses prior to allocating future earnings to the non-controlling interest owners.

Revenue Recognition — We recognize revenues in accordance with SAB Topic 13, Revenue Recognition. Revenue is recognized when all of the following conditions exist: (i) persuasive evidence of an arrangement exists in the form of an accepted customer contract; (ii) delivery has occurred, based on shipping terms, or services have been rendered; (iii) the price to the buyer is fixed or determinable, as documented on the customer contract; and (iv) collectability is reasonably assured.

We primarily earn revenue by providing access to our high-speed wireless network. Also included in revenue are leases of CPE and additional add-on services, including personal and business email and static Internet Protocol. Revenue from customers is billed in advance and recognized ratably over the contracted service period. Revenues associated with the sale of CPE and other equipment to customers is recognized when title and risk of loss is transferred to the customer. Shipping and handling costs billed to customers are classified as revenue. Activation fees charged to the customer are deferred and recognized as revenues on a straight-line basis over the average estimated life of the customer relationship of 3.5 years.

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We apply Emerging Issues Task Force, which we refer to as EITF, Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, which we refer as EITF No. 00-21, EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, which we refer to as EITF No. 99-19, and EITF Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products), which we refer to as EITF No. 01-9. EITF No. 00-21 addresses how to account for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting based on the deliverables relative fair value if the deliverables in the arrangement meet certain criteria. EITF No. 99-19 addresses how to determine whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When we are the primary obligor in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded gross. If we are not the primary obligor and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we record the net amounts as commissions earned. EITF No. 01-9 addresses how to account for promotional discounts. Promotional discounts treated as cash consideration are recorded as a reduction of revenue.

Advertising Costs — Advertising costs are expensed as incurred. Advertising expense was $7.5 million and $0 for the years ended December 31, 2008 and 2007, respectively.

Research and Development — Research and development costs are expensed as incurred. Research and development expense was $350,000 and $0 for the years ended December 31, 2008 and 2007, respectively.

Net Loss per Share — We calculate net loss per share in accordance with SFAS No. 128, Earnings Per Share, which we refer to as SFAS No. 128.  Under the provisions of SFAS No. 128, basic net loss per common share is computed by dividing income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing income or loss available to common stockholders by the weighted-average number of common and dilutive common stock equivalents outstanding during the period. Common stock equivalents typically consist of the common stock issuable upon the exercise of outstanding stock options, warrants and restricted stock using the treasury stock method. The effects of potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share if their effect is antidilutive. We have two classes of common stock, Class A and Class B. See Note 16, Net Loss Per Share.

Share-Based Compensation — We apply SFAS No. 123(R), Share-Based Payment, which we refer to as SFAS No. 123(R), to new awards and to awards modified, repurchased, or cancelled, using the Black-Scholes option pricing model. The estimate of compensation expense requires complex and subjective assumptions, including the stock price volatility, employee exercise patterns (expected life of the options), future forfeitures, and related tax effects. Share-based compensation expense is based on the estimated grant-date fair value and is recognized, net of a forfeiture rate on those shares expected to vest over a graded vesting schedule on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards.

Operating Leases — We account for our leases in accordance with SFAS No. 13, Accounting for Leases, and FASB Technical Bulletin 85-3, Accounting for Operating Leases with Scheduled Rent Increases. We have operating leases for spectrum licenses, towers and certain facilities, and equipment for use in our operations. Certain of our spectrum licenses are leased from third-party holders of Educational Broadband Service, which we refer to as EBS, spectrum licenses granted by the FCC. EBS licenses authorize the provision of certain communications services on the EBS channels in certain markets throughout the United States. We account for these spectrum leases as executory contracts which are similar to operating leases. Signed leases which have unmet conditions required to become effective are not amortized until such conditions are met and are included in spectrum licenses in the accompanying consolidated balance sheets, if such leases require upfront payments. For leases containing scheduled rent escalation clauses, we record minimum rental payments on a straight-line basis over the term

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of the lease, including the expected renewal periods as appropriate. For leases containing tenant improvement allowances and rent incentives, we record deferred rent, which is a liability, and that deferred rent is amortized over the term of the lease, including the expected renewal periods as appropriate, as a reduction to rent expense.

Foreign Currency — Our international subsidiaries generally use their local currency as their functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Resulting translation adjustments are recorded within accumulated other comprehensive income (loss). Income and expense accounts are translated at the average monthly exchange rates. The effects of changes in exchange rates between the designated functional currency and the currency in which a transaction is denominated are recorded as foreign currency transaction gains (losses) and recorded in the consolidated statement of operations.

Concentration of Risk — We believe that the geographic diversity of our customer base and retail nature of our product minimizes the risk of incurring material losses due to concentrations of credit risk.

Recent Accounting Pronouncements

SFAS No. 141(R) — In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, which we refer to as SFAS No. 141(R). In SFAS No. 141(R), the FASB retained the fundamental requirements of SFAS No. 141 to account for all business combinations using the acquisition method (formerly the purchase method) and for an acquiring entity to be identified in all business combinations. The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the Transactions; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires transaction costs to be expensed as incurred; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for annual periods beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing generally accepted accounting principles, which we refer to as GAAP, until January 1, 2009. We expect SFAS No. 141(R) will have an impact on our financial position and results of operations when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date.

SFAS No. 160 — In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which we refer to as SFAS No. 160. SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, and requires all entities to report non-controlling (minority) interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent shareholders’ equity. SFAS No. 160 also requires any acquisitions or dispositions of non-controlling interests that do not result in a change of control to be accounted for as equity transactions. Further, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 is effective for annual periods beginning on or after December 15, 2008. We will adopt SFAS No. 160 on January 1, 2009 as we have significant non-controlling interests. In our statements of operations as currently presented, we subtract losses attributable to non-controlling interests before arriving at net loss. SFAS No. 160 will require us to include amounts attributable to both our interests and our non-controlling interests within net loss and to present our non-controlling interests as a component of stockholders’ equity.

SFAS No. 161— In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which we refer to as SFAS No. 161. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We do not expect the adoption of SFAS No. 161 will have a material effect on our financial statement disclosures.

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FSP No. FAS 142-3 — In April 2008, the FASB issued FASB Staff Position, which we refer to as FSP, No. FAS 142-3, Determination of the Useful Life of Intangible Assets, which we refer to as FSP No. 142-3. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP No. 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141, and other U.S. GAAP. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We do not expect the adoption of FSP No. 142-3 will have a material effect on our financial position and results of operations.

3.   Strategic Transactions

On May 7, 2008, Sprint announced that it had entered into a definitive agreement with Old Clearwire to combine both of their next generation wireless broadband businesses to form a new independent company to be called Clearwire. In addition, the Investors agreed to invest $3.2 billion in Clearwire and Clearwire Communications. On November 28, 2008, Old Clearwire and the Sprint WiMAX Business completed the combination to form Clearwire and Clearwire Communications and the Investors contributed a total of $3.2 billion of new equity to Clearwire and Clearwire Communications. In exchange for the $3.2 billion, Sprint and the Investors received an aggregate of 530 million shares of Clearwire Class A Common Stock, par value $0.0001 per share, which we define as Clearwire Class A Common Stock, and Class B Common Stock, par value $0.0001 per share, which we define as Clearwire Class B Common Stock, and Clearwire Communications Class B non-voting common interest, which we refer to as Clearwire Communications Class B common interests, at an initial share price of $20 per share.

Upon completion of the Transactions, Sprint owned the largest interest in Clearwire with an effective voting and economic interest in Clearwire and its subsidiaries of approximately 53%, based on the initial purchase price of $20.00 per share prior to the post-closing adjustment. The combination is being accounted for as a purchase in accordance with the provisions of SFAS No. 141 and has been accounted for as a reverse acquisition with the Sprint WiMAX Business considered the accounting acquirer. As a result, the historical financial statements of the Sprint WiMAX Business have become the financial statements of Clearwire effective as of the Closing. The results of operations for the period November 29, 2008 through December 31, 2008 of the acquired entity, Old Clearwire, are included in the consolidated statements of Clearwire.

We believe that the Transactions will allow us to build and operate nationwide wireless broadband networks that enable fast, simple, portable, reliable and affordable communications. Our networks will cover entire communities, delivering a wireless high-speed Internet connection and enabling other services and features that create a new communications path into the home or office.

After the Transactions, Sprint and the Investors, other than Google, own shares of Clearwire Class B Common Stock, which have equal voting rights to Clearwire Class A Common Stock, but have only limited economic rights. Unlike the holders of Clearwire Class A Common Stock, the holders of Clearwire Class B Common Stock have no right to dividends and no right to any proceeds on liquidation other than the par value of the Clearwire Class B Common Stock. Sprint and the Investors, other than Google, hold their economic rights through ownership of Clearwire Communications Class B Common Interests. Google owns shares of Clearwire Class A Common Stock.

The number of shares issued to the Investors was subject to a post-closing adjustment based on the trading prices of the Clearwire Class A Common Stock on NASDAQ Global Select Market over 15 randomly-selected trading days during the 30-day period ending on the 90th day after the Closing, which we refer to as the Adjustment Date, with a floor of $17.00 per share and a cap of $23.00 per share. The adjustment resulted in an additional 28,235,294 shares being issued to the Investors. The adjustment did not affect the purchase consideration. On February 27, 2009, CW Investment Holdings LLC, which we refer to as Clearwire Investment Holdings, an affiliate of John Stanton, a director of Clearwire contributed $10.0 million in cash in exchange for 588,235 shares of Clearwire Class A Common Stock. See Note 21, Subsequent Events, for a discussion regarding the post-closing

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adjustment. Concurrent with the Closing, we entered into commercial agreements with each of the Investors, which establish the framework for development of the combined WiMAX businesses.

The following table lists the interests in Clearwire based on the Investors’ purchase price of $17.00 per share, on February 27, 2009:

Investor	Class A Stock		Class B Stock(2)		% Outstanding
Sprint HoldCo LLC				370,000,000		51.12	%
Comcast Corporation				61,764,705		8.53	%
Time Warner Cable Inc.				32,352,941		4.47	%
Bright House Networks, LLC				5,882,353		0.81	%
Intel Corporation				58,823,530		8.13	%
Google		29,411,765				4.06	%
Shareholders of Old Clearwire(1)		165,001,706				22.80	%
CW Investment Holdings		588,235				0.08	%
		195,001,706		528,823,529		100.00	%

(1)	Includes shares of Clearwire Class A Common Stock issued to Intel Corporation on account of its shares of Old Clearwire Class A Common Stock exchanged in the merger.
(2)	The Investors hold an equivalent number of Clearwire Communications Class B Common Interests

Purchase Consideration

As a result of the Transactions, we acquired Old Clearwire’s net assets and each share of Old Clearwire Class A Common Stock was exchanged for one share of Clearwire Class A Common Stock, and each option and warrant to purchase shares of Old Clearwire Class A Common Stock and each share of restricted stock was exchanged for an option or warrant to purchase the same number of shares of Clearwire Class A Common Stock, or a restricted share of our Class A Common Stock, as applicable.

Purchase consideration was based on the fair value of the Old Clearwire Class A Common Stock as of the Closing, which had a closing price of $6.62 on November 28, 2008.

The total purchase consideration to acquire Old Clearwire is approximately $1.1 billion, calculated as follows (in thousands, except per share amount):

Number of shares of Old Clearwire Class A Common Stock exchanged in the Transactions(1)		164,484
Closing price per share of Class A Common Stock	$	6.62
Fair value of Old Clearwire Class A Common Stock exchanged		1,088,884
Fair value adjustment for Old Clearwire stock options exchanged(2)		38,014
Fair value adjustment for restricted stock units exchanged(3)		1,398
Fair value adjustment for warrants exchanged(4)		18,490
Transaction costs(5)		51,546
Purchase consideration for Old Clearwire before settlement loss		1,198,332
Less: net loss from settlement of pre-existing relationships(6)		(80,573	)
Purchase consideration for Old Clearwire	$	1,117,759

1. In connection with the Transactions, the number of shares of Old Clearwire Class A Common Stock exchanged in the Transactions includes the impact of the conversion of Old Clearwire’s Class B Common Stock to Old

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	Clearwire Class A Common Stock before the Closing. This number reflects the total issued and outstanding shares of Old Clearwire Class A Common Stock and Old Clearwire Class B Common Stock as of November 28, 2008.
2.	In connection with the Transactions, all Old Clearwire stock options issued and outstanding at the Closing were exchanged on a one-for-one basis for stock options with equivalent terms. The average fair value of $2.69 per share of the 14,145,035 vested stock options and proportionally vested stock options exchanged is included in the calculation of purchase consideration using the Black-Scholes option pricing model using a share price of $6.62.
3.	In connection with the Transactions, all Old Clearwire restricted stock and restricted stock units issued and outstanding at the Closing were exchanged on a one-for-one basis for restricted stock and restricted stock units in Clearwire, respectively, with equivalent terms. The fair value of $6.62 of the 211,147 proportionately vested restricted stock units exchanged is included in the calculation of purchase consideration at a fair value equal to an unrestricted share.
4.	In accordance with the Transactions, all Old Clearwire warrants issued and outstanding at the Closing were exchanged on a one-for-one basis for warrants in Clearwire with equivalent terms. The average fair value of $1.04 of the 17,806,220 warrants exchanged is included in the calculation of purchase consideration using the Black-Scholes option pricing model using a share price of $6.62.
5.	Represents transaction costs we incurred, which are included in the purchase consideration. Included in the total transaction costs are $40.3 million in investment banking fees and $11.2 million in other professional fees.
6.	Prior to the Closing, Sprint leased spectrum to Old Clearwire through various spectrum lease agreements. As part of the Transactions, Sprint contributed both the spectrum lease agreements and the spectrum assets underlying those agreements to our business. As a result of the Transactions, the spectrum lease agreements are effectively terminated, and the settlement of those agreements is accounted for as a separate element apart from the business combination. The settlement loss recognized from the termination was valued based on the amount by which the agreements are favorable or unfavorable to our business relative to current market rates. The spectrum lease agreements are considered to be unfavorable to our business by approximately $80.6 million on a net basis. As such, we reduced the purchase consideration paid and recorded a non-cash loss on the effective settlement of these contracts of approximately $80.6 million.

The total purchase consideration was allocated to the respective assets and liabilities based upon their estimated fair values on the date of the acquisition. At the date of acquisition, the estimated fair value of the net assets acquired exceeded the purchase price; therefore, no goodwill is reflected in the purchase price allocation. In accordance with SFAS No. 141, the excess of estimated fair value of net assets acquired over the purchase price was allocated to eligible non-current assets, specifically property, plant and equipment, other non-current assets and intangible assets, based upon their relative fair values.

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Purchase Price Allocation

The following table sets forth a preliminary allocation of the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Old Clearwire, including the allocation of the excess of the estimated fair value of net assets acquired over the purchase price (in thousands):

Working capital	$	128,532
Property, plant and equipment		404,903
Other non-current assets		106,598
Spectrum licenses		1,631,323
Intangible assets		122,888
Term debt		(1,187,500	)
Deferred tax liability		(3,727	)
Other non-current liabilities and non-controlling interests		(85,258	)
Total purchase price	$	1,117,759

The following table illustrates the amounts assigned and estimated remaining useful lives for each class of property, plant and equipment (in thousands):

	Value at		Estimated Remaining
	November 28, 2008		Useful Life
			(years)
Network and base station equipment	$	122,282	5
Customer premise equipment		19,886	1 to 2
Furniture, fixtures and equipment		29,543	2
Leasehold improvements		7,324	The lessor of the leasehold agreement or 5
Construction in progress		225,868	N/A
	$	404,903

The following table illustrates the amounts assigned and estimated weighted average remaining useful lives for owned and leased spectrum licenses (in thousands):

	Value at		Weighted Average
	November 28, 2008		Remaining Useful Life
			(years)
Indefinite-lived owned spectrum	$	481,105	Indefinite
Definite-lived owned spectrum		106,178	18
Spectrum leases		1,044,040	27
	$	1,631,323

The following table illustrates the amounts assigned and estimated weighted average remaining useful lives for each class of intangible assets (in thousands):

	Value at		Weighted Average
	November 28, 2008		Remaining Useful Life
			(years)
Subscriber relationships	$	119,084	7
Trade names and trademarks		3,804	5
	$	122,888

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As the Transactions closed on November 28, 2008, the allocation of purchase consideration is preliminary and based on valuations derived from estimated fair value assessments and assumptions. The final purchase price allocation is pending the finalization of appraisal valuations of certain tangible and intangible assets acquired. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values assigned to individual assets acquired and liabilities assumed, and the resulting amount of the excess of fair value of net assets acquired over the purchase price.

Transaction Related Expenses

Before the Closing, Sprint leased spectrum to Old Clearwire through various spectrum lease agreements. As part of the Transactions, Sprint contributed both the spectrum lease agreements and the spectrum assets underlying those agreements to our business. As a result of the Transactions, the spectrum lease agreements are effectively terminated, and the settlement of those agreements is accounted for as a separate element apart from the business combination. The settlement gain or loss to be recognized from the termination is valued based on the amount by which the agreements are favorable or unfavorable to our business relative to current market rates. The spectrum lease agreements are considered to be unfavorable to our business by approximately $80.6 million on a net basis. As such, we reduced the purchase consideration paid and recorded a non-recurring expense of approximately $80.6 million, which is included in transaction related expenses, related to the settlement of the unfavorable spectrum lease agreements in connection with the Transactions.

Commercial Agreements

At the Closing, Clearwire entered into several commercial agreements with Sprint and certain of the Investors relating to, among other things, the following:

•  Resale agreements among Clearwire, Sprint and certain Investors and most favored reseller status for certain service agreements;

•  Development of new 4G wireless communications services and the creation of desktop and mobile applications for our network;

•  The embedding of WiMAX chips into various network devices; and

•  Other infrastructure agreements.

Based on our assessment of these agreements, no separate asset, liability, revenue or expense has been recorded in the financial statements to reflect the nature and terms of the commercial agreements.

Sprint Pre-Closing Financing and Amended Credit Agreement

As part of the Closing, we assumed a $1.19 billion, senior secured term loan facility, net of debt discount, from Old Clearwire, which we refer to as the Senior Term Loan Facility. The Senior Term Loan Facility retains the terms and conditions as set forth in the Amended and Restated Credit Agreement, dated as of November 21, 2008, which we refer to as the Amended Credit Agreement. The Senior Term Loan Facility requires quarterly payments in the amount equal to 1.00% of the original principal amount of the term loans prior to the maturity date, with the remaining balance due on May 28, 2011.

We also assumed the liability to reimburse Sprint for financing the operations of our business between April 1, 2008 and Closing, which we refer to as the Sprint Pre-Closing Financing Amount. We were required to reimburse Sprint $392.2 million in total, of which we were required to pay $213.0 million, plus related interest of $4.5 million, in cash to Sprint on the first business day after the Closing. The remaining unpaid Sprint Pre-Closing Financing Amount was treated as an additional tranche of the term loan, which we refer to as the Sprint Tranche, under the Amended Credit Agreement in the amount of $179.2 million.

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Pro Forma Results of Operations

The following Clearwire combined pro forma results of operations for the years ended December 31, 2008 and 2007 have been prepared to give effect to the Transactions assuming it was consummated on January 1 of each fiscal year presented. The pro forma statements of operations are presented for illustrative purposes only and are not necessarily indicative of the results of operations that would have been obtained had these events actually occurred at the beginning of the periods presented, nor do they intend to be a projection of future results of operations.

Included in the pro forma results of operations are the following non-recurring items:

•  The accelerated vesting of stock options for certain members of management upon the Closing resulted in a one-time charge of approximately $38.9 million recorded by Old Clearwire in its historical consolidated financial statements for the 11 months ended November 28, 2008;

•  Transaction costs of $48.6 million, comprised of $33.4 million of investment banking fees and $15.2 million of other professional fees, were recorded by Old Clearwire in its historical consolidated financial statements for the year ended December 31, 2008;

	Unaudited Pro Forma Results of Operations
	December 31,
	2008			2007
	(In thousands, except per share amounts)
Revenue	$	230,646		$	151,440
Net loss(a)	$	(359,326	)	$	(238,061	)
Net loss per common share:
Basic	$	(1.85	)	$	(1.22	)
Diluted	$	(1.97	)	$	(1.28	)
Weighted average common shares outstanding:
Basic		194,484			194,484
Diluted		723,307			723,307

(a) Pro forma net loss includes the non-recurring items discussed above, which is different from the pro forma net loss prepared in accordance with Article 11- Pro forma Financial Information of Securities and Exchange Commission Regulation S-X.

4.   Investments

Investments as of December 31, 2008 consist of the following (in thousands):

	December 31, 2008
	Gross Unrealized
	Cost		Gains		Losses		Fair Value
Short-term
U.S. Government and Agency Issues	$	1,899,529	$	2,220	$	—	$	1,901,749
Long-term
Auction rate securities		18,974		—		—		18,974
Total Investments	$	1,918,503	$	2,220	$	—	$	1,920,723

Securities that are available for current operations are classified as short-term available-for-sale investments, and are stated at fair value. Auction rate securities without readily determinable market values are classified as long-

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term available-for-sale investments and are stated at fair value. Unrealized gains and losses that are deemed temporary are recorded within accumulated other comprehensive income (loss). Realized losses are recognized when a decline in fair value is determined to be other-than-temporary, and both realized gains and losses are determined on the basis of the specific identification method. For the year ended December 31, 2008, we recorded an other-then-temporary impairment loss of $17.0 million related to one of our auction rate securities issued by a monoline insurance company. Following downgrades in credit ratings in November 2008, the insurance company exercised their “put option” in December 2008, forcing the exchange of our existing security for perpetual preferred equity of the insurance company.

The cost and fair value of investments at December 31, 2008, by contractual years-to-maturity, are presented below (in thousands):

	Cost		Fair Value
Due within one year	$	1,899,529	$	1,901,749
Due between one and five years		—		—
Due in ten years or greater		12,918		12,918
No contractual maturities		6,056		6,056
Total	$	1,918,503	$	1,920,723

Auction rate securities are variable rate debt instruments whose interest rates are normally reset approximately every 30 or 90 days through an auction process. Our investments in auction rate securities represent interests in collateralized debt obligations, which we refer to as CDOs, supported by preferred equity securities of insurance companies and financial institutions with stated final maturity dates in 2033 and 2034. The total fair value and cost of our security interests in CDOs as of December 31, 2008 was $12.9 million. We also own auction rate securities that are Auction Market Preferred securities issued by a monoline insurance company and these securities are perpetual and do not have a final stated maturity. The total fair value and cost of our Auction Market Preferred securities as of December 31, 2008 was $6.1 million. These securities were rated BBB or Ba1 by Standard & Poors or Moody’s rating services, respectively, at December 31, 2008. Current market conditions do not allow us to estimate when the auctions for our auction rate securities will resume, if ever, or if a secondary market will develop for these securities. As a result, our auction rate securities are classified as long-term investments.

5.   Property, Plant and Equipment

Property, plant and equipment as of December 31, 2008 and 2007 consisted of the following (in thousands):

	Useful	December 31,			December 31,
	Lives (Years)	2008			2007
Network and base station equipment	5-30	$	353,752		$	82,531
Customer premise equipment	2		23,141			—
Furniture, fixtures and equipment	3-7		167,325			24,683
	Lesser of useful
Leasehold improvements	life or lease term		12,786			1,027
Construction in progress	N/A		823,193			388,258
			1,380,197			496,499
Less: accumulated depreciation and amortization			(60,252	)		(4,603	)
		$	1,319,945		$	491,896

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Interest capitalized was as follows (in thousands):

Year Ended December 31,
2008		2007
$	4,469	$	—

Depreciation and amortization expense related to property, plant and equipment was as follows (in thousands):

Year Ended December 31,
2008		2007
$	54,811	$	3,936

As of January 1, 2007, Sprint transferred to us approximately $1.7 million of property, plant and equipment with a gross asset value of approximately $2.4 million and an accumulated depreciation balance of approximately $667,000 to be used in our next generation of wireless broadband services.

6.   Spectrum Licenses

Owned and leased spectrum licenses as of December 31, 2008 and 2007 consisted of the following (in thousands):

		December 31, 2008							December 31, 2007
	Wtd Avg	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Lease Life	Value		Amortization			Value		Value		Amortization		Value
Indefinite-lived owned spectrum	Indefinite	$	3,035,473	$	—		$	3,035,473	$	2,418,246	$	—	$	2,418,246
Definite-lived owned spectrum	17-20 years		112,303		(974	)		111,329		—		—		—
Spectrum leases and prepaid spectrum	27 years		1,270,058		(5,039	)		1,265,019		180,863		—		180,863
Pending spectrum and transition costs			60,041		—			60,041		43,481		—		43,481
Total spectrum licenses		$	4,477,875	$	(6,013	)	$	4,471,862	$	2,642,590	$	—	$	2,642,590

Indefinite and Definite-lived Owned Spectrum Licenses  — Spectrum licenses, which are issued on both a site-specific and a wide-area basis, authorize wireless carriers to use radio frequency spectrum to provide service to certain geographical areas in the United States and internationally. These licenses are generally acquired as an asset purchase or through a business combination. In some cases, we acquire licenses directly from the governmental authority in the applicable country. These licenses are considered indefinite-lived intangible assets, except for the licenses acquired in Poland, Spain, Germany and Romania, which are considered definite-lived intangible assets due to limited license renewal history in these countries.

Spectrum Leases and Prepaid Spectrum  — We also lease spectrum from third parties who hold the spectrum licenses. These leases are accounted for as executory contracts, which are treated like operating leases in accordance with SFAS No. 13. Upfront consideration paid to third-party holders of these leased licenses at the inception of a lease agreement is capitalized as prepaid spectrum lease costs and is expensed over the term of the lease agreement, including expected renewal terms, as applicable. As part of the closing of the Transactions, we assumed spectrum leases from Old Clearwire that have remaining useful lives dependent on the terms of the lease. These terms, some of which include expected renewal periods, have a weighted average remaining useful life of twenty-seven years. As part of the purchase accounting for the Transactions, favorable spectrum leases of $1.0 billion were recorded at the Closing of the Transactions. The favorable component of the acquired spectrum leases has been capitalized as an asset and is amortized over the lease term.

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Consideration paid relating to owned spectrum licenses consisted of the following (in thousands):

	Year Ended
	December 31,
	2008		2007
Cash	$	108,265	$	352,295
Stock (Sprint Nextel Corporation)		4,000		100,000

Amortization relating to definite-lived owned spectrum licenses was as follows (in thousands):

Year Ended
December 31,
2008		2007
$	447	$	—

Amortization relating to spectrum leases was $17.1 million for the year ended December 31, 2008, and is included in spectrum lease expense on the consolidated statements of operations.

Based on the definite-lived spectrum licenses and favorable spectrum leases as of December 31, 2008, future amortization of spectrum licenses, spectrum leases and prepaid spectrum lease costs (excluding pending spectrum and spectrum transition costs) is expected to be as follows (in thousands):

	Spectrum		Definite-
	Leases and		Lived Owned
	Prepaid Spectrum		Spectrum		Total
2009	$	54,925	$	5,622	$	60,547
2010		52,493		7,362		59,855
2011		52,030		7,362		59,392
2012		51,519		7,362		58,881
2013		50,473		6,638		57,111
Thereafter		1,003,579		76,983		1,080,562
Total	$	1,265,019	$	111,329	$	1,376,348

On January 1, 2007, Sprint transferred to us a portfolio of approximately $1.84 billion of numerous FCC licenses within the 2.5 GHz range. These licenses were acquired primarily through FCC auctions and prior business combinations undertaken by Sprint, and such licenses will be used to deploy our next generation broadband wireless services.

7.   Other Intangible Assets

Other intangible assets as of December 31, 2008 and 2007 consisted of the following (in thousands):

	December 31, 2008									December 31, 2007
			Gross							Gross
			Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Useful lives		Value		Amortization			Value		Value		Amortization			Value
Subscriber relationships		4 – 7 years	$	118,787	$	(2,606	)	$	116,181	$	—	$	—		$	—
Trade names and trademarks		5 years		3,804		(63	)		3,741		—		—			—
Patents and other		10 years		3,148		(262	)		2,886		1,316		(43	)		1,273
Total other intangibles			$	125,739	$	(2,931	)	$	122,808	$	1,316	$	(43	)	$	1,273

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Consideration paid relating to other intangible assets consisted of the following (in thousands):

	Year Ended December 31,
	2008		2007
Cash	$	992	$	1,316

Amortization expense relating to other intangible assets was as follows (in thousands):

Year Ended December 31,
2008		2007
$	2,888	$	43

Based on the other intangible assets recorded as of December 31, 2008, the future amortization is expected to be as follows (in thousands):

2009	$	31,939
2010		27,021
2011		22,103
2012		17,185
2013		12,291
Thereafter		12,269
Total	$	122,808

8.   Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of December 31, 2008 and 2007 consisted of the following (in thousands):

	December 31,
	2008		2007
Accounts payable	$	78,695	$	—
Accrued interest		8,953		—
Salaries and benefits		26,337		—
Business and income taxes payable		7,264		—
Accrued professional fees		5,286
Other		18,882		—
	$	145,417	$	—

9.   Income Taxes

We account for income taxes in accordance with the provision of SFAS No. 109. SFAS No. 109 requires that deferred income taxes be determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities using the tax rates expected to be in effect when any temporary differences reverse or when the net operating loss, capital loss or tax credit carryforwards are utilized.

Prior to the Transactions, the legal entities representing the Sprint WiMAX Business were included in the filing of Sprint’s consolidated federal and certain state income tax returns. Income tax expense and related income tax balances were accounted for in accordance with SFAS No. 109 and presented in the financial statements, as if we were filing stand-alone separate returns using an estimated combined federal and state marginal tax rate of 39% up

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to and including the date of the Transactions. We recorded deferred tax assets related to the pre-closing net operating loss and tax credit carryforwards and recorded a valuation allowance against our deferred tax assets, net of certain schedulable deferred tax liabilities. The net deferred tax liabilities reported in these financial statements prior to the Closing are related to FCC licenses recorded as indefinite-lived spectrum intangibles, which are not amortized for book purposes. The change to the deferred tax position as a result of the Closing was reflected as part of the accounting for the acquisition of Old Clearwire and was recorded in equity. The net operating loss and tax credit carryforwards associated with the Sprint WiMAX Business prior to the Closing were not transferred to either Clearwire Communications or Clearwire, but instead were retained by Sprint.

The income tax provision consists of the following for the years ended December 31, 2008 and 2007 (in thousands):

	Year Ended
	December 31,
	2008			2007
Current taxes:
International	$	325		$	—
Federal		—			—
State		—			—
Total current taxes		325			—
Deferred taxes:
International		(87	)		—
Federal		51,686			13,745
State		9,683			2,617
Total deferred taxes		61,282			16,362
Income tax provision	$	61,607		$	16,362

The Sprint WiMAX Business incurred significant deferred tax liabilities related to the indefinite-lived spectrum licenses. Since certain of these spectrum licenses acquired were recorded as indefinite-lived intangible assets for book purposes, they are not subject to amortization and therefore we could not estimate the amount of future period reversals, if any, of the deferred tax liabilities related to those spectrum licenses. As a result, the valuation allowance was increased accordingly and we continued to amortize acquired spectrum licenses for federal income tax purposes. This difference between book and tax amortization resulted in a deferred income tax provision prior to the Closing.

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Components of deferred tax assets and liabilities as of December 31, 2008 and 2007 were as follows (in thousands):

	December 31,
	2008			2007
Noncurrent deferred tax assets:
Net operating loss carryforward	$	590,767		$	118,950
Capital loss carryforward		6,187			—
Tax credit carryforward		—			637
Other assets		3,519			—
Total deferred tax assets		600,473			119,587
Valuation allowance		(349,001	)		(98,697	)
Net deferred tax assets		251,472			20,890
Noncurrent deferred tax liabilities:
Investment in Clearwire Communications LLC		221,373			—
Spectrum assets		14,943			679,222
Other intangibles		19,113			—
Property, equipment and other long-term assets		—			15,565
Research and experimentation expenses		—			4,559
Other		207			766
Total deferred tax liabilities		255,636			700,112
Net deferred tax liabilities	$	4,164		$	679,222

Pursuant to the Transactions, the assets of Old Clearwire and its subsidiaries were combined with the spectrum and certain other assets of the Sprint WiMAX Business. In conjunction with the acquisition of Old Clearwire by the Sprint WiMAX Business, these assets along with the $3.2 billion of capital from the Investors were contributed to Clearwire Communications. Clearwire is the sole holder of voting interests in Clearwire Communications. As such, Clearwire controls 100% of the decision making of Clearwire Communications and consolidates 100% of its operations. Clearwire Communications is treated as a partnership for U.S. federal income tax purposes and therefore does not pay income tax in the U.S. and any current and deferred tax consequences arise at the partner level, including Clearwire. Other than balances associated with the non-U.S. operations, the only temporary difference for Clearwire after the Closing is the basis difference associated with our investment in the partnership. Consequently, we recorded a deferred tax liability for the difference between the financial statement carrying value and the tax basis we hold in our interest in Clearwire Communications as of the date of the Transactions.

As of December 31, 2008, we had U.S federal tax net operating loss carryforwards of approximately $1.3 billion. A portion of the net operating loss carryforward is subject to certain annual limitations imposed under Section 382 of the Internal Revenue Code of 1986. The net operating loss carryforwards begin to expire in 2021. We had $328.2 million of tax net operating loss carryforwards in foreign jurisdictions as of December 31, 2008. Of the $328.2 million of tax net operating loss carryforwards in foreign jurisdictions, $195.4 million have no statutory expiration dates, $111.8 million begins to expire in 2015, and the remainder of $21.0 million begins to expire in 2010.

We have recorded a valuation allowance against our deferred tax assets to the extent that we determined that it is more likely than not that these items will either expire before we are able to realize their benefits or that future deductibility is uncertain. As it relates to the U.S. tax jurisdiction, we determined that our temporary taxable

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difference associated with our investment in Clearwire Communications will reverse within the carryforward period of the net operating losses and accordingly represents relevant future taxable income.

The income tax rate computed using the federal statutory rates is reconciled to the reported effective income tax rate as follows:

	Year Ended
	December 31,
	2008			2007
Federal statutory income tax rate		35.0	%		35.0	%
State income taxes (net of federal benefit)		(1.5	)		(0.8	)
Other, net		0.2			0.2
Valuation allowance		(50.3	)		(42.2	)
Effective income tax rate		(16.6	)%		(7.8	)%

We file income tax returns for Clearwire and our subsidiaries in the U.S. Federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2008, the tax returns for Old Clearwire for the years 2003 through 2007 remain open to examination by the Internal Revenue Service and various state tax authorities. In addition, Old Clearwire acquired U.S. and foreign entities which operated prior to 2003. Most of the acquired entities generated losses for income tax purposes and certain tax returns remain open to examination by U.S. and foreign tax authorities for tax years as far back as 1998.

Our policy is to recognize any interest related to unrecognized tax benefits in interest expense or interest income. We recognize penalties as additional income tax expense. As December 31, 2008, we had no uncertain tax positions and therefore accrued no interest or penalties related to uncertain tax positions.

10.   Long-term debt

Long-term debt at December 31, 2008 consisted of the following (in thousands):

Senior Term Loan Facility, due in 2011, 1% of principal due annually; residual at maturity	$	1,364,790
Less: current portion		(14,292	)
Total long-term debt	$	1,350,498

Senior Term Loan Facility — In conjunction with the Transactions, we assumed from Old Clearwire the Senior Term Loan Facility, which had a balance as of the Closing of $1.19 billion, net of discount. Concurrent with the assumption of the Senior Term Loan Facility, we made a payment of $50.0 million for certain financing fees which represented an obligation of Old Clearwire. Further, based on our assessment of the fair value of the Senior Term Loan Facility at the date of the Transactions, we recorded a $50.0 million discount against the principal balance. As of December 31, 2008, we have recorded $1.7 million for the accretion of debt discount. The Senior Term Loan Facility retains the terms and conditions as set forth in the Amended Credit Agreement. In addition, on December 1, 2008, we elected to add the Sprint Tranche under the Amended Credit Agreement in the amount of $179.2 million for the reimbursement of the remaining obligation of the Sprint Pre-Closing Financing Amount. The Senior Term Loan Facility requires quarterly payments in the amount of 1.00% of the original principal amount per year, with the remaining balance due on May 28, 2011.

The rate of interest for borrowings under the Senior Term Loan Facility is the LIBOR base rate plus a margin of 6.00%, with a base rate being no lower than 2.75% per annum or the alternate base rate, which is equal to the greater of (a) the Prime Rate or (b) the Federal Funds Effective rate plus 1/2 of 1.00%, plus a margin of 5.00%, with a base rate being no lower than 4.75% per annum. These margin rates increase by 50 basis points on each of the sixth, twelfth, and eighteen month anniversaries of the Closing. At our option, the accrued interest resulting from the

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margin increases will be payable in cash or payable in kind by capitalizing the additional interest and adding it to the outstanding principal amount of the Senior Term Loan Facility. On the second anniversary of the Closing, the applicable margin rate will increase to 14.00% per annum for LIBOR-based loans and for alternate base rate loans the applicable margin rate will increase to 13.00% per annum. Interest is payable quarterly with respect to alternate base rate loans, and with respect to LIBOR-based loans, interest is payable in arrears at the end of each applicable period, but at least every three months. In addition, on the second anniversary of the Closing, we are required to pay an amount equal to 4.00% of the outstanding principal balance of the Senior Term Loan Facility. This fee will be paid in kind by capitalizing the amount of the fee and adding it to the outstanding principal amount of the Senior Term Loan Facility. The current weighted average interest rate on our Senior Term Loan Facility was 8.8% at December 31, 2008.

As of December 31, 2008, $1.41 billion in aggregate principal amount was outstanding under the Senior Term Loan Facility, with a carrying value and an approximate fair market value of $1.36 billion.

The Senior Term Loan Facility contains financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the Senior Term Loan Facility include, among other things, limitations on our ability to: declare dividends and make other distributions, redeem or repurchase our capital stock, prepay, redeem or repurchase indebtedness, make loans or investments (including acquisitions), incur additional indebtedness, enter into new lines of business, and sell our assets. The Senior Term Loan Facility is secured by a blanket lien on substantially all of our domestic assets, including a pledge of all of our domestic and international ownership interests. For purposes of repayment and in the event of liquidation, dissolution or bankruptcy, the Sprint Tranche shall be subordinated to the Senior Term Loan Facility and obligations under the Amended Credit Agreement.

Future payments of interest and principal, including payment in kind interest and fees on our Senior Term Loan Facility for the remaining years are as follows (in thousands):

	Years Ending December 31,
	Principal		Interest
2009	$	14,292	$	125,007
2010		14,292		153,662
2011		1,462,254		122,996
	$	1,490,838	$	401,665

Interest Expense, Net — Interest expense, net, included in our consolidated statements of operations for the years ended December 31, 2008 and 2007, consisted of the following (in thousands):

	Year Ended
	December 31,
	2008			2007
Interest expense	$	19,347		$	—
Accretion of debt discount		1,667			—
Capitalized interest		(4,469	)		—
	$	16,545		$	—

11.   Derivative Instruments

As a result of the closing of the Transactions, we assumed two interest rate swap contracts with two year and three year terms, which are based on 3-month LIBOR with a combined notional value of $600 million. These were economic hedges for Old Clearwire LIBOR based debt. However, in accordance with SFAS No. 133, we did not

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designate the interest rate swap contracts as hedges. We are not holding these interest rate swap contracts for trading or speculative purposes and continue to hold these derivatives to offset our exposure to interest rate risk.

The following table sets forth information regarding our interest rate swap contracts as of December 31, 2008 (in thousands):

Type of	Notional				Receive		Pay			Fair Market
Derivative	Amount		Maturity Date		Index Rate		Fixed Rate			Value
Swap	$	300,000		3/5/2010		3-month LIBOR		3.50	%	$	(7,847	)
Swap	$	300,000		3/5/2011		3-month LIBOR		3.62	%	$	(13,744	)

The fair value of the interest rate swaps are reported as other long-term liabilities in our consolidated balance sheet at December 31, 2008. In accordance with SFAS No. 157, we computed the fair value of the swaps using observed LIBOR rates and unobservable market interest rate swap curves which are deemed to be Level 3 inputs in the fair value hierarchy (see Note 12).

Since the interest rate swaps are undesignated as hedges as of December 31, 2008, we recognized the entire change in fair value in our consolidated statement of operations with no portion held in accumulated other comprehensive income (loss). The loss on the interest rate swaps recognized in our consolidated statement of operations for the year ended December 31, 2008 was $6.1 million, which is recorded in other income (expense), net.

The interest rate swaps are in a liability position to our counterparties as of December 31, 2008. We monitor the risk of nonperformance of the Company and that of its counterparties on an ongoing basis.

12.   Fair Value Measurements

As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we use various methods including market, cost and income approaches. Based on these approaches, we utilize certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Based on the observability of the inputs used in the valuation techniques, we are required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and debt instruments carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs that are not corroborated by market data

We maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. If listed prices or quotes are not available, fair value is based upon internally developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to interest rate yield curves, volatilities, equity or debt prices, and credit curves. We utilize certain assumptions that market participants would use in pricing the financial instrument, including assumptions about risk, such as credit, inherent and default risk. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal judgment involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability and reliability of quoted prices or observable data. In these instances, we use certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and rely, to a certain extent, on our own assumptions about the assumptions that a market participant would use

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in pricing the security. These internally derived values are compared with non-binding values received from brokers or other independent sources, as available.

The following table is a description of the pricing assumptions used for instruments measured and recorded at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial Instrument	Hierarchy	Pricing Assumptions
Cash and cash equivalents	Level 1	Market quotes
Investment: U.S. Treasuries	Level 1	Market quotes
Investment: Money market mutual funds	Level 1	Market quotes
Investment: Auction rate securities	Level 3	Discount of forecasted cash flows adjusted for default/loss probabilities and estimate of final maturity
Debt Instrument: Senior Term Loan Facility	Level 3	Discount of forecasted cash flows adjusted for default/loss probabilities and estimate of final maturity
Derivative: Interest rate swaps	Level 3	Discount of forecasted cash flows adjusted for risk of non-performance

Investment Securities

Where quoted prices for identical securities are available in an active market, securities are classified in Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasuries and money market mutual funds for which there are quoted prices in active markets. In certain cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 2 or Level 3 of the valuation hierarchy.

Derivatives

The two derivative contracts assumed by us in the Transactions are “plain vanilla swaps.” Derivatives are classified in Level 3 of the valuation hierarchy. To estimate fair value, we use an income approach whereby we estimate net cash flows and discount the cash flows at a risk-adjusted rate. The inputs include the contractual terms of the derivatives, including the period to maturity, payment frequency and day-count conventions, and market-based parameters such as interest rate forward curves and interest rate volatility. A level of subjectivity is used to estimate the risk of our non-performance or that of our counterparties.

Debt Instruments

We have $1.41 billion of principal outstanding on our Senior Term Loan Facility, with a carrying value and an approximate fair value of $1.36 billion. This liability is classified in Level 3 of the valuation hierarchy. The Senior Term Loan Facility is not publicly traded. To estimate fair value of the Senior Term Loan Facility, we use an income approach whereby we estimate contractual cash flows and discount the cash flows at a risk-adjusted rate. The inputs include the contractual terms of the Senior Term Loan Facility and market-based parameters such as interest rate forward curves. A level of subjectivity and judgment is used to estimate credit spread.

The Amended Credit Agreement was renegotiated and restated on November 21, 2008 by Old Clearwire prior to the Closing, with changes to the economic terms that management believes are consistent with expectations of investors as market participants in the current market environment.

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The following table summarizes our financial assets and liabilities by level within the valuation hierarchy at December 31, 2008 (in thousands):

	Quoted		Significant
	Prices in		Other		Significant
	Active		Observable		Unobservable
	Markets		Inputs		Inputs		Total
	(Level 1)		(Level 2)		(Level 3)		Fair Value
Financial assets:
Cash and cash equivalents	$	1,206,143	$	—	$	—	$	1,206,143
Short-term investments	$	1,901,749	$	—	$	—	$	1,901,749
Long-term investments	$	—	$	—	$	18,974	$	18,974
Financial liabilities:
Interest rate swaps	$	—	$	—	$	21,591	$	21,591
Debt	$	—	$	—	$	1,364,790	$	1,364,790

The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):

	Level 3			Level 3
	Financial Assets			Financial Liabilities
Balance at January 1, 2008	$	—		$	—
Balances acquired from Old Clearwire		36,011			1,203,019
Additional tranche on Senior Term Loan Facility		—			179,196
Payments on Senior Term Loan Facility		—			(3,573	)
Accretion of debt discount		—			1,667
Total losses included in net loss:
Other-than-temporary impairment loss and realized loss on investments		(17,037	)		—
Other income (expense), net		—			6,072
Balance at December 31, 2008	$	18,974		$	1,386,381

13.   Commitments and Contingencies

Our commitments for non-cancelable operating leases consist mainly of leased spectrum license fees, office space, equipment and certain of our network equipment situated on leased sites, including land, towers and rooftop locations. Certain of the leases provide for minimum lease payments, additional charges and escalation clauses. Leased spectrum agreements have initial terms of up to 30 years. Other operating leases generally have initial terms of five years with multiple renewal options for additional five-year terms totaling between 20 and 25 years.

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Future minimum payments under obligations listed below (including all optional expected renewal periods on operating leases) as of December 31, 2008, are as follows (in thousands):

													Thereafter,
													including all
	Total		2009		2010		2011		2012		2013		renewal periods
Long-term debt obligations	$	1,490,838	$	14,292	$	14,292	$	1,462,254	$	—	$	—	$	—
Interest payments		401,665		125,007		153,662		122,996		—		—		—
Operating lease obligations		2,868,823		119,390		119,287		119,070		119,350		118,512		2,273,214
Spectrum lease obligations		5,020,998		149,833		119,593		129,283		134,469		133,924		4,353,896
Spectrum service credits		96,452		986		986		986		986		986		91,522
Signed spectrum agreements		47,800		47,800		—		—		—		—		—
Sprint WiMAX inventory		52,100		52,100		—		—		—		—		—
Motorola agreement		10,695		10,695		—		—		—		—		—
Other purchase obligations		334,775		134,776		151,267		16,244		16,244		16,244		—
Total	$	10,324,146	$	654,879	$	559,087	$	1,850,833	$	271,049	$	269,666	$	6,718,632

Spectrum and operating lease expense — Expense recorded related to leased spectrum, excluding amortization of spectrum leases of $17.1 million in 2008, was $72.9 million and $60.1 million for the years ended December 31, 2008 and 2007, respectively. Rent expense recorded related to operating leases was $51.3 million and $2.0 million for the years ended December 31, 2008 and 2007, respectively.

Other spectrum commitments — We acquired commitments from Old Clearwire to provide Clearwire services to the lessors in launched markets, and reimbursement of capital equipment and third-party service expenditures of the lessors over the term of the lease. We accrue a monthly obligation for the services and equipment based on the total estimated available service credits divided by the term of the lease. The obligation is reduced as actual invoices are presented and paid to the lessors. Subsequent to the Closing, we satisfied $76,000 related to these commitments. The maximum remaining commitment at December 31, 2008 is $96.5 million and is expected to be incurred over the term of the related lease agreements, which generally range from 15-30 years.

As of December 31, 2008, we have signed agreements to acquire approximately $47.8 million in new spectrum, subject to closing conditions. These transactions are expected to be completed within the next twelve months.

WiMAX equipment purchase commitment — Under the terms of the Transactions, we are required to purchase from Sprint certain WiMAX equipment not contributed as part of the Transactions. We are required to purchase the WiMAX equipment for $52.1 million, which represents Sprint’s cost to acquire that equipment. The purchases from Sprint must be made within twelve months of the Closing.

Motorola agreements — As a result of the Transactions, we assumed commercial agreements with Motorola where we are commited to purchase certain infrastructure and supply inventory from Motorola. Certain of our subsidiaries are also commited to purchase certain types of network infrastructure products, modems and PC cards we provide to our subscribers exclusively from Motorola through August 2011 and, thereafter, 51% until the term of the agreement is completed on August 29, 2014, as long as certain conditions are satisfied. For the period following the Closing, we paid Motorola $2.4 million under these agreements. The remaining commitment was $10.7 million at December 31, 2008.

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Purchase obligations — As part of the Closing, we assumed certain agreements and the obligations thereunder, including a number of arrangements for the sourcing of equipment, supplies and services with take-or-pay obligations. Our obligations with these suppliers run through 2013 and have total minimum purchase obligations of $334.8 million.

Legal proceedings — On December 1, 2008, Adaptix, Inc., which we refer to as Adaptix, filed suit for patent infringement against us and Sprint in the U.S. District Court for the Eastern District of Texas, alleging that we and Sprint infringed six patents purportedly owned by Adaptix. On February 10, 2009, Adaptix filed an Amended Complaint alleging infringement of a seventh patent. Adaptix alleges that by offering mobile WiMAX services to customers in compliance with the 802.16 and 802.16e WiMAX standards, and by making, using and/or selling the supporting WiMAX network used to provide such WiMAX services, we and Sprint infringed the seven patents. Adaptix is seeking monetary damages, attorneys’ fees and a permanent injunction enjoining us from further acts of alleged infringement. On February 25, 2009, we filed an Answer to the Amended Complaint, denying infringement and asserting several affirmative defenses, including that the asserted patents are invalid. A trial is scheduled for December 2010, and the parties are expected to commence discovery in early 2009.

On May 7, 2008, Sprint filed an action in the Delaware Court of Chancery against iPCS, Inc., which we refer to as iPCS, and certain subsidiaries of iPCS, which we refer to as the iPCS Subsidiaries, seeking a declaratory judgment that, among other things, the Transactions do not violate iPCS’ and iPCS Subsidiaries’ rights under their separate agreements with Sprint to operate and manage portions of Sprint’s PCS network in certain geographic areas. The Delaware case was later stayed by the Delaware court. On May 12, 2008, iPCS and the iPCS Subsidiaries filed a competing lawsuit in the Circuit Court of Cook County, Illinois, alleging that the Transactions would breach the exclusivity provisions in their management agreements with Sprint. On January 30, 2009, iPCS and the iPCS Subsidiaries filed an Amended Complaint seeking a declaratory judgment that the consummation of the Transactions violates their management agreements with Sprint, a permanent injunction preventing Sprint and its related parties, which iPCS alleges includes Clearwire, from implementing the Transactions and competing with Plaintiffs, damages against Sprint for unlawful competition and costs and legal fees. No trial date in either case is currently scheduled. We are not named as a party in either litigation, but have received a subpoena from iPCS and iPCS Subsidiaries seeking documents and testimony. If iPCS prevails and obtains a permanent injunction and the Court deems Clearwire to be a related party under the management agreements then we may be restricted from competing with iPCS and iPCS Subsidiaries. We do not believe that the inability to offer services in iPCS Coverage areas would have a material adverse effect on our business.

Clearwire is a party to various other pending legal proceedings, claims, investigations and administrative proceedings. Our management and legal counsel have reviewed the probable outcome of these proceedings, the costs and expenses reasonably expected to be incurred, the availability and limits of our insurance coverage, existing contractual indemnification provisions and each of our established liabilities. While the outcome of these other pending proceedings cannot be predicted with certainty, based on our review, we believe that any unrecorded liability that may result will not have a material adverse effect on our liquidity, financial condition or results of operations.

Indemnification agreements — We are currently a party to, or contemplating entering into, indemnification agreements with certain officers and each of the members of our Board of Directors. No liabilities have been recorded in the consolidated balance sheets for any indemnification agreements.

Warrants — In accordance with the Transaction Agreement, all Old Clearwire warrants issued and outstanding at the Closing were exchanged on a one-for-one basis for warrants with equivalent terms. The fair value of the warrants exchanged of $18.5 million is included in the calculation of purchase consideration using the Black-Scholes option pricing model using a share price of $6.62. See Note 3, Strategic Transactions, for further discussion. Holders may exercise their warrants at any time, with exercise prices ranging from $3.00 to $48.00. Old Clearwire granted the holders of the warrants registration rights covering the shares subject to issuance under the warrants. The

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number of warrants outstanding at December 31, 2008 was 17,806,220. The warrants expire on August 5, 2010, but the term is subject to extension in certain circumstances.

In connection with the registration rights agreement, Old Clearwire filed a resale registration statement, which was effective on August 28, 2007, on Form S-1 registering the resale of shares of Old Clearwire Class A Common Stock issuable upon the exercise of the warrants. We are required to also file a registration statement within 120 days after the Closing, which must be declared effective within 180 days after Closing. Once the registration statement is effective, we must maintain such registration statement in effect (subject to certain suspension periods) as long as the warrants remain outstanding. If we fail to meet our obligations to maintain that registration statement, we will be required to pay to each affected warrant holder an amount in cash equal to 2% of the purchase price of such holder’s warrants. In the event that we fail to make such payments in a timely manner, the payments will bear interest at a rate of 1% per month until paid in full. This registration rights agreement also provides for incidental registration rights in connection with follow-on offerings, other than issuances pursuant to a business combination transaction or employee benefit plan. We do not consider payment of any such penalty to be probable as of December 31, 2008, and have therefore not recorded a liability for this contingency.

As of December 31, 2008, Eagle River Holdings, LLC held warrants entitling it to purchase 613,333 shares of Clearwire Class A Common Stock at an exercise price of $15.00 per share and warrants to purchase 375,000 shares of Clearwire Class A Common Stock at an exercise price of $3.00 per share. As of December 31, 2008, the remaining life of the warrants was 4.9 years.

14.   Share-Based Payments

In connection with the Closing, we assumed the Old Clearwire 2008 Stock Compensation Plan, which we refer to as the 2008 Plan, the Old Clearwire 2007 Stock Compensation Plan, which we refer to as the 2007 Plan, and the Old Clearwire 2003 Stock Option Plan, which we refer to as the 2003 Plan. Share grants under the 2008 Plan generally vest ratably over four years and expire no later than seven years after the date of grant. Grants to be awarded under the 2008 Plan will be made available at the discretion of the Compensation Committee of the Board of Directors from authorized but unissued shares, authorized and issued shares reacquired and held as treasury shares, or a combination thereof. At December 31, 2008, there were 78,859,000 shares available for grant under the 2008 Plan, which authorizes us to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock awards to our employees, directors and consultants. Since the adoption of the 2008 Plan, no additional stock options will be granted under the 2007 Plan or the 2003 Plan.

We apply SFAS No. 123(R) to new awards and to awards modified, repurchased, or cancelled. Share-based compensation expense is based on the estimated grant-date fair value and is recognized net of a forfeiture rate on those shares expected to vest over a graded vesting schedule on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

Stock Options

In connection with the Transactions, all Old Clearwire stock options issued and outstanding at the Closing were exchanged on a one-for-one basis for stock options with equivalent terms. The fair value of the vested and proportionately vested stock options exchanged of $38.0 million (see Note 3) is included in the calculation of purchase consideration using the Black-Scholes option pricing model with a share price of $6.62. Following the Closing, we granted options to certain officers and employees under the 2008 Plan. All options vest over a four-year period. Under SFAS No. 123(R), the fair value of option grants is estimated on the date of grant using the Black-Scholes option pricing model.

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A summary of option activity from January 1, 2007 through December 31, 2008 is presented below:

						Weighted-
						Average		Aggregate
				Weighted-		Remaining		Intrinsic
				Average		Contractual		Value As of
	Number of			Exercise		Term		12/31/2008
	Options			Price		(Years)		(In millions)
Options outstanding — January 1, 2007		—
Options outstanding — December 31, 2007		—
Exercisable outstanding — December 31, 2007		—
Options acquired in purchase accounting — November 28, 2008		19,093,614		$	14.38
Exercisable outstanding — November 28, 2008		13,224,722			13.44
Granted		425,000			4.10
Forfeited		(337,147	)		11.64
Exercised		(9,866	)		3.00
Options outstanding — December 31, 2008		19,171,601		$	14.21		6.36	$	4.33
Exercisable outstanding — December 31, 2008		13,124,972		$	13.44		6.09	$	3.97

Information regarding stock options outstanding and exercisable as of December 31, 2008 is as follows:

	Options Outstanding						Options Exercisable
			Weighted
			Average
			Contractual		Weighted				Weighted
			Life		Average				Average
	Number of		Remaining		Exercise		Number of		Exercise
Exercise Prices	Options		(Years)		Price		Options		Price
$2.25 – $3.00		1,963,086		4.0	$	2.91		1,963,086	$	2.91
$4.10		425,000		7.0		4.10		—		—
$6.00		3,679,307		5.7		6.00		3,674,306		6.00
$9.59 – $13.49		2,158,032		6.0		11.43		339,621		12.05
$13.70 – $16.02		1,550,504		6.7		15.04		1,079,898		15.05
$17.11		2,853,850		5.9		17.11		1,155,000		17.11
$18.00		1,958,018		7.2		18.00		1,703,408		18.00
$20.16 – $24.00		2,145,652		8.2		23.23		1,422,065		23.38
$24.09		7,000		8.7		24.09		1,750		24.09
$25.00 – $25.33		2,431,152		7.6		25.00		1,785,838		25.00
Total		19,171,601		6.4	$	14.21		13,124,972	$	13.44

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions for the year ended December 31, 2008:

Expected volatility		66.52	%
Expected dividend yield		—
Expected life (in years)		4.75
Risk-free interest rate		1.93	%
Weighted average fair value per option at grant date	$	2.24

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Expense recorded related to stock options in the year ended December 31, 2008 was $2.4 million. In addition to options issued in exchange as part of the Transactions, the fair value of option grants during 2008 was $954,000. The total unrecognized share-based compensation costs related to non-vested stock options outstanding at December 31, 2008 was approximately $9.0 million and is expected to be recognized over a weighted average period of approximately 2 years.

As of December 31, 2008, our forfeiture rate used in the calculation of stock option expense is 12.66%.

Restricted Stock Units

In connection with the Transactions, all Old Clearwire restricted stock units, which we refer to as RSUs issued and outstanding at the Closing were exchanged on a one-for-one basis for RSUs with equivalent terms. The fair value of the proportionately vested RSUs exchanged of $1.4 million (see Note 3) is included in the calculation of purchase consideration at a fair value equal to an unrestricted share, which is $6.62. Following the Closing, we granted RSUs to certain officers and employees under the 2008 Plan. All RSUs vest over a four-year period. Under SFAS No. 123(R), the fair value of our RSUs is based on the grant-date fair market value of the common stock, which equals the grant date market price.

A summary of the RSU activity for the year ended December 31, 2008 is presented below:

				Weighted-
	Number of			Average
	RSU’s			Grant Price
Restricted stock units outstanding — January 1, 2007		—		$	—
Restricted stock units outstanding — December 31, 2007		—		$	—
Restricted stock units acquired in purchase accounting — November 28, 2008		3,216,500		$	13.19
Granted		716,000		$	4.10
Forfeited		(43,000	)	$	—
Exercised		(508,098	)	$	5.18
Cancelled		(108,777	)	$	—
Restricted stock units outstanding — December 31, 2008		3,272,625		$	13.19

Expense recorded related to RSUs in the year ended December 31, 2008 was $1.3 million. The total fair value of grants during 2008 was $2.9 million. As of December 31, 2008, there were 3,272,625 units outstanding and total unrecognized compensation cost of approximately $17.0 million, which is expected to be recognized over a weighted-average period of approximately 2 years.

For the year ended December 31, 2008, we used a forfeiture rate of 7.50% in determining compensation expense for our RSUs.

Sprint Equity Compensation Plans

In connection with the Transactions, certain of the Sprint WiMAX Business employees became employees of Clearwire and currently hold unvested Sprint stock options and RSUs in Sprint’s equity compensation plans, which we refer to collectively as the Sprint Plans. The Sprint Plans allow for continued plan participation as long as the employee remains employed by a Sprint subsidiary or affiliate. Under the Sprint Plans, options are generally granted with an exercise price equal to the market value of the underlying shares on the grant date, generally vest over a period of up to four years and have a contractual term of ten years. RSUs generally have both performance and service requirements with vesting periods ranging from one to three years. RSUs granted after the second quarter 2008 included quarterly performance targets but were not granted until performance targets were met.

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Therefore, at the grant date these awards only had a remaining service requirement and vesting period of six months following the last day of the applicable quarter. Employees who were granted RSUs were not required to pay for the shares but generally must remain employed with Sprint or a subsidiary, until the restrictions lapse, which was typically three years or less. At December 31, 2008, there were 2,604,784 unvested options and 907,265 unvested RSUs outstanding.

The share-based compensation associated with these employees is incurred by Sprint on our behalf and is accounted for in accordance with SFAS No. 123(R) and EITF Issue No. 00-12, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Sprint provided us with the fair value of the options and RSUs for each reporting period, calculated in accordance with EITF Issue No. 96-18, Accounting for Equity Investments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, which we refer to as EITF Issue No. 96-18. EITF Issue No. 96-18 requires remeasurement based on the fair value of the equity instruments at each reporting period until the instruments are vested.

Compensation expense recorded related to the employees with unvested Sprint stock options and RSUs for the year ended December 31, 2008 was $2.8 million. Total unrecognized share-based compensation costs related to unvested stock options and RSUs outstanding as of December 31, 2008 was $292,000 and $493,000, respectively, and is expected to be recognized over approximately 1.4 years for stock options and 1.0 year for RSUs, respectively.

15.   Non-controlling Interests and Stockholders’ Equity

Pursuant to the Transactions, the following shares of common stock are authorized, issued and outstanding at December 31, 2008 (in thousands, except per share amounts):

					Issued and
			Authorized		Outstanding
	Par Value		Shares		Shares
Clearwire Class A Common Stock	$	0.0001		1,300,000		190,002
Clearwire Class B Common Stock	$	0.0001		750,000		505,000
Preferred Stock	$	0.0001		15,000		—
				2,065,000		695,002

No shares were outstanding prior to the Closing, as we were a wholly-owned division of Sprint.

Class A Common Stock

The Clearwire Class A Common Stock represents the common equity of Clearwire. The holders of the Clearwire Class A Common Stock are entitled to one vote per share and, as a class, are entitled to 100% of any dividends or distributions made by Clearwire, with the exception of certain minimal liquidation rights provided to the Clearwire Class B Common Stockholders, which are described below. Each share of Clearwire Class A Common Stock participates ratably in proportion to the total number of shares of Clearwire Class A Common Stock issued by Clearwire. Holders of Clearwire Class A Common Stock have 100% of the economic interest in Clearwire and are considered the controlling interest for the purposes of financial reporting.

Upon liquidation, dissolution or winding up, the Clearwire Class A Common Stock will be entitled to any assets remaining after payment of all debts and liabilities of Clearwire, with the exception of certain minimal liquidation rights provided to the Clearwire Class B Common Stockholders, which are described below.

Clearwire Class B Common Stock

The Clearwire Class B Common Stock represents non-economic voting interests in Clearwire and holders of this stock are considered the non-controlling interests for the purposes of financial reporting. Identical to the Clearwire Class A Common Stock, the holders of Clearwire Class B Common Stock are entitled to one vote per

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share, however they do not have any rights to receive distributions other than stock dividends paid proportionally to each outstanding Clearwire Class A and Clearwire Class B Common Stockholder or upon liquidation of Clearwire, an amount equal to the par value per share, which is $0.0001 per share.

Each holder of Clearwire Class B Common Stock holds an equivalent number of Clearwire Communications Class B Common Interests, which in substance reflects their economic stake in Clearwire. This is accomplished through an exchange feature that provides the holder the right, at any time, to exchange one share of Clearwire Class B Common Stock plus one Clearwire Communications Class B Common Interest for one share of Clearwire Class A Common Stock.

Clearwire Communications Interests

Clearwire is the sole holder of voting interests in Clearwire Communications. As such, Clearwire controls 100% of the decision making of Clearwire Communications and consolidates 100% of its operations.

The non-voting Clearwire Communication units are designated as either Clearwire Communications Class A Common Interests, which are 100% held by Clearwire, or Clearwire Communications Class B Common Interests, which are held by Sprint and the Investors, with the exception of Google. Both classes of non-voting Clearwire Communication units participate in distributions of Clearwire Communications on an equal and proportionate basis.

Each holder of Clearwire Communications Class B Common Interests holds an equivalent number of Clearwire Class B Common Stock and will be entitled at any time to exchange one share of Clearwire Class B Common Stock plus one Clearwire Communications Class B Common Interests for one share of Clearwire Class A Common Stock.

It is intended that at all times, the number of Clearwire Communications Class A Common Interests held by Clearwire will equal the number of shares of Clearwire Class A Common Stock issued by Clearwire. Similarly, it is intended that, at all times, Sprint and each Investor, except Google, will hold an equal number of Clearwire Class B Common Stock and Clearwire Communications Class B Common Interests.

Dividend Policy

We have not declared or paid any dividends on Clearwire Class A or Class B Common Stock since the Closing. We currently expect to retain future earnings, if any, for use in the operations and expansion of our business. We do not anticipate paying any cash dividends in the foreseeable future. In addition, covenants in the indenture governing our senior secured notes and the loan documents governing our Senior Term Loan Facility impose significant restrictions on our ability to pay dividends to our stockholders.

Non-controlling Interests in Clearwire Communications

Clearwire Communications is consolidated into Clearwire. Therefore, the holders of the Clearwire Communications Class B Common Interests represent non-controlling interests in a consolidated subsidiary. As a result, the income (loss) consolidated by Clearwire will be decreased in proportion to the outstanding non-controlling interests. Currently, at the Clearwire level, non-controlling interests represent approximately 73% of the non-economic voting interests.

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Reconciliation of Changes in Business Equity

The following is a reconciliation of changes in business equity for the Sprint WiMAX Business (in thousands):

Opening business equity, January 1, 2007	$	1,402,410
Contributions and advances from Sprint:
Cash advances from Sprint		1,022,599
Increase in Sprint’s accruals for capital expenditures advances from Sprint		164,652
Sprint’s purchase of 2.5 GHz FCC licenses with Sprint stock		100,000
Total contributions and advances from Sprint		1,287,251
Net loss for the year ended December 31, 2007		(224,725	)
Business equity at December 31, 2007		2,464,936
Contributions and advances from Sprint:
Cash advances from Sprint		532,165
Decrease in Sprint’s accrual for capital expenditures advances from Sprint		(92,000	)
Sprint’s purchase of 2.5 GHz FCC licenses		11,760
Total contributions and advances from Sprint		451,925
Net loss from Januray 1, 2008 to November 28, 2008		(402,693	)
Deferred tax liability retained by Sprint		755,018
Business equity at November 28, 2008	$	3,269,186

The following is a recap of the recapitalization from the Transactions as of November 28, 2008 (in thousands):

Business equity in the Sprint WiMAX Business	$	3,269,186
Acquisition of Old Clearwire before settlement loss		1,198,332
Investment by Investors and Sprint		3,200,037
	$	7,667,555

The following is a reconciliation from November 28, 2008 to December 31, 2008 of controlling and non-controlling interests (in thousands):

	Controlling			Non-Controlling
	Interest			Interests			Total
Initial contribution at November 28, 2008	$	2,092,075		$	5,575,480		$	7,667,555
Net loss from November 29, 2008 to December 31, 2008		(29,933	)		(159,721	)		(189,654	)
Changes in accumulated other comprehensive income		3,194			8,490			11,684
Other		856			12,369			13,225
Ending balance at December 31, 2008	$	2,066,192		$	5,436,618		$	7,502,810

16.   Net Loss Per Share

Basic and diluted loss per share has been calculated in accordance with SFAS No. 128. Prior to the Closing, we had no equity as we were a wholly-owned division of Sprint. As such, we did not calculate or present net loss per share for the period from January 1, 2008 to November 28, 2008 and the year ended December 31, 2007. We have calculated and presented basic and diluted net loss per share for the period from November 29, 2008 through December 31, 2008.

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At the Closing, Sprint exchanged its ownership in us for Clearwire Class B Common Stock and Clearwire Communications Class B Common Interests. The Investors, other than Google, contributed $2.7 billion to Clearwire in exchange for Clearwire Class B Common Stock and Clearwire Communications Class B Common Interests. Google invested $500 million in exchange for 25 million shares of Clearwire Class A Common Stock.

Clearwire Class B Common Stockholders do not contractually participate in distributions of Clearwire; however Clearwire Class B Common Stockholders receive an income allocation in accordance with their non-controlling interests in Clearwire Communications, which is consolidated into Clearwire. For this reason, Clearwire Class B Common Stock loss per share is not presented on the consolidated statements of operations.

Basic Net Loss Per Share

The net loss per share available to holders of Clearwire Class A Common Stock is calculated as follows (in thousands, except per share amounts):

	Post Transaction
	Period From
	November 29, 2008 to
	December 31, 2008
Net loss before non-controlling interests	$	(189,654	)
Non-controlling interests in net loss of consolidated subsidiaries		159,721
Net loss available to Clearwire Class A Common Stockholders	$	(29,933	)

The net loss per share is calculated as follows (in thousands, except per share amounts):

	Outstanding		Weighted
	December 31,		Average Shares		Income
	2008		Outstanding(1)		Allocation(2)			Loss Per Share
Clearwire Class A Common Stock		190,002		189,921	$	(29,933	)	$	(0.16	)

(1)	Represents the weighted average outstanding shares from November 29, 2008 through December 31, 2008. At the Closing, Sprint and the Investors, other than Google, were issued Clearwire Communications Class B Common Interests and an equal number of Clearwire Class B Common Stock.
(2)	Clearwire Class B Common Stockholders do not contractually participate in distributions of Clearwire, however Clearwire Class B Common Stockholders receive an income allocation in accordance with their non-controlling interests in Clearwire Communications, which is consolidated into Clearwire.

Diluted Loss Per Share

The hypothetical exchange of Clearwire Communications Class B Common Interests together with Clearwire Class B Common Stock for Clearwire Class A Common Stock will have a dilutive effect on diluted loss per share due to certain tax effects for the period from November 29, 2008 through December 31, 2008. That exchange would result in both an increase in the number of Clearwire Class A Common Stock outstanding and a corresponding increase in the net loss attributable to the Clearwire Class A Common Stockholders through the elimination of the non-controlling interests allocation. Further, to the extent that all of the Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock are converted to Clearwire Class A Common Stock, the Clearwire Communications partnership structure will no longer exist and Clearwire will be required to recognize a tax provision related to indefinite lived intangible assets.

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Net loss available to holders of Clearwire Class A Common Stock, assuming conversion of the Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock, is as follows (in thousands):

	Post Transaction
	Period From
	November 29, 2008 to
	December 31, 2008
Net loss	$	(29,933	)
Non-controlling interests in net loss of consolidated subsidiaries		(159,721	)
Tax adjustment resulting from dissolution of Clearwire Communications		(4,158	)
Net loss available to Clearwire Class A Common Stockholders, assuming the exchange of Clearwire Class B to Class A Common Stock	$	(193,812	)

Weighted average shares outstanding for diluted net loss per share are as follows (in thousands):

	Basic		Diluted
Clearwire Class A Common Stock		189,921		694,921

The net loss per share available to holders of Clearwire Class A Common Stock on a diluted basis is calculated as follows (in thousands, except per share amounts):

	Outstanding		Weighted
	December 31,		Average Shares
	2008		Outstanding		Income			Loss Per Share
Clearwire Class A Common Stock		695,002		694,921	$	(193,812	)	$	(0.28	)

The change in diluted loss per share is due to the hypothetical loss of partnership status for Clearwire Communications upon conversion of all Clearwire Communications Class B Common Interests and Clearwire Class B Common Stock and the conversion of the non-controlling interests discussed above.

The computations of diluted loss per share for the period ended December 31, 2008 did not include the effects of the following options, restricted stock units and warrants as the inclusion of these securities would have been antidilutive during a period of losses and also did not include the contingent shares to be issued as part of the Transactions, since these shares had not been issued at December 31, 2008 (in thousands):

	Post Transaction
	Period From
	November 29, 2008 to
	December 31,
	2008
Stock options		19,317
Restricted stock units		3,054
Warrants		17,806
Contingent shares		28,824
		69,001

17.   Comprehensive Loss

Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that, under U.S. GAAP, are recorded as a component of stockholders’ equity but are excluded from net loss. Our other comprehensive loss is comprised of our share of foreign currency translation adjustments and unrealized gains and losses on marketable securities categorized as available-for-sale when applicable, after the applicable amounts have been allocated to our non-controlling interests.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the components of comprehensive loss (in thousands):

	For The Year Ended December 31,
	2008			2007
Net loss	$	(432,626	)	$	(224,725	)
Other comprehensive loss:
Net unrealized gain on available-for-sale investments		512			—
Foreign currency translation adjustment		2,682			—
Total other comprehensive loss		3,194			—
Total comprehensive loss	$	(429,432	)	$	(224,725	)

18.   Business Segments

We comply with the requirements of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, which we refer to as the CODM, in deciding how to allocate resources and in assessing performance. Operating segments can be aggregated for segment reporting purposes so long as certain aggregation criteria are met. Our CODM is our Chief Executive Officer. As our business continues to mature, we assess how we view and operate our business. Based on the nature of our operations, we market a product that is basically the same product across our United States and international markets. Our CODM assesses and reviews the Company’s performance and makes resource allocation decisions at the domestic and international levels. In 2008, we have identified two reportable segments: the United States and the International business. In 2007, we only had one reportable business segment: the United States, as we had no international operations.

We report business segment information as follows (in thousands):

	Year Ended December 31, 2008
	United States			International			Total
Revenues	$	17,775		$	2,714		$	20,489
Cost of goods and services and network costs (exclusive of items shown separately below)		130,317			1,172			131,489
Operating expenses		237,343			3,629			240,972
Transaction related expenses		82,960			—			82,960
Depreciation and amortization		56,074			2,072			58,146
Total operating expenses		506,694			6,873			513,567
Operating loss	$	(488,919	)	$	(4,159	)	$	(493,078	)
Other income (expense), net								(37,662	)
Non-controlling interest								159,721
Income tax provision								(61,607	)
Net loss							$	(432,626	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	December 31,
	2008
Capital expenditures
United States	$	532,776
International		1,420
	$	534,196

	December 31,
	2008
Total assets
United States	$	8,901,988
International		222,179
	$	9,124,167

19.   Related Party Transactions

We have a number of strategic and commercial relationships with third parties that have had a significant impact on our business, operations and financial results. These relationships have been with Sprint, the Investors, Eagle River Holdings, LLC, which we refer to as ERH, Motorola, Inc. and Bell Canada, all of which are or have been related parties.

The following amounts for related party transactions are included in our consolidated financial statements (in thousands):

	December 31,		December 31,
	2008		2007
Notes receivable	$	4,837	$	—
Accounts payable and accrued expenses	$	33,872	$	—
Pre-closing financing	$	178,748	$	—

	Year Ended December 31,
	2008		2007
Cost of good and services and network costs	$	40,950	$	41,554
Selling, general and administrative	$	173,221	$	75,554
Total contributions and advances from Sprint	$	451,925	$	1,287,251

Amounts outstanding at the end of the year are unsecured and will be settled in cash.

Sprint Nextel Corporation— Sprint assigned, where possible, certain costs to us based on our actual use of the shared services, which included office facilities and management services, including treasury services, human resources, supply chain management and other shared services, up through the Closing. Where direct assignment of costs was not possible or practical, Sprint used indirect methods, including time studies, to estimate the assignment of its costs to us, which were allocated to us through a management fee. The allocations of these costs were re-evaluated periodically. Sprint charged us management fees for such services of $171.1 million in the year ended December 31, 2008 and $115.0 million in the year ended December 31, 2007. Additionally, we have entered into lease agreements with Sprint for various switching facilities and transmitter and receiver sites for which we recorded rent expense of $36.4 million in the year ended December 31, 2008 and $2.0 million in the year ended December 31, 2007.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sprint Pre-Closing Financing Amount and Amended Credit Agreement— As a result of the Transactions, we assumed the liability to reimburse Sprint for the Sprint Pre-Closing Financing Amount. We were required to pay $213.0 million, plus related interest of $4.5 million, to Sprint in cash on the first business day after the Closing, with the remainder added as the Sprint Tranche under the Amended Credit Agreement in the amount of $179.2 million.

Relationships among Certain Stockholders, Directors, and Officers of Clearwire — Following the completion of the Transactions and the post-closing adjustments, Sprint, through a wholly-owned subsidiary Sprint HoldCo LLC, owned the largest interest in Clearwire with an effective voting and economic interest in Clearwire of approximately 51% and the Investors collectively owned a 31% interest in Clearwire. See Note 3 for discussion regarding the post closing adjustment.

ERH is the holder of 35,922,958 shares of our outstanding Clearwire Class A Common Stock, which represents an approximate 5% ownership interest in Clearwire. Eagle River Inc, which we refer to as ERI, is the manager of ERH. Each entity is controlled by Craig McCaw, a director of Clearwire. Mr. McCaw and his affiliates have significant investments in other telecommunications businesses, some of which may compete with us currently or in the future. It is likely Mr. McCaw and his affiliates will continue to make additional investments in telecommunications businesses.

As of December 31, 2008, ERH held warrants entitling it to purchase 613,333 shares of Clearwire Class A Common Stock at an exercise price of $15.00 per share and warrants to purchase 375,000 shares of Clearwire Class A Common Stock at an exercise price of $3.00 per share. As of December 31, 2008, the remaining life of the warrants was 4.9 years.

Certain of our officers and directors provide additional services to ERH, ERI and their affiliates for which they are separately compensated by such entities. Any compensation paid to such individuals by ERH, ERI and/or their affiliates for their services is in addition to the compensation paid by us.

Following the Closing, Clearwire, Sprint, ERH and the Investors agreed to enter into an equityholders’ agreement, which set forth certain rights and obligations of the equityholders with respect to governance of Clearwire, transfer restrictions on our common stock, rights of first refusal and pre-emptive rights, among other things. In addition, we have also entered into a number of commercial agreements with Sprint and the Investors which are outlined below.

Additionally, the wife of Mr. Salemme, our Executive Vice President, Strategy, Policy and External Affairs is a Group Vice President at Time Warner Cable. She was not directly involved in any of our transactions with Time Warner Cable.

Davis Wright Tremaine LLP— The law firm of Davis Wright Tremaine LLP serves as our primary outside counsel, and handles a variety of corporate, transactional, tax and litigation matters. Mr. Wolff, our Co-Chairman, is married to a partner at Davis Wright Tremaine. As a partner, Mr. Wolff’s spouse is entitled to share in a portion of the firm’s total profits, although she has not received any compensation directly from us. For the year ended December 31, 2008, we paid $907,000 to Davis Wright Tremaine for legal services. This does not include fees paid by Old Clearwire.

Master Site Agreement — We entered into a master site agreement with Sprint, or the Master Site Agreement, pursuant to which Sprint and we will establish the contractual framework and procedures for the leasing of tower and antenna collocation sites to each other. Leases for specific sites will be negotiated by Sprint and us on request by the lessee. The leased premises may be used by the lessee for any activity in connection with the provision of wireless communications services, including attachment of antennas to the towers at the sites. The term of the Master Site Agreement will be ten years from the Closing. The term of each lease for each specific site will be five years, but the lessee has the right to extend the term for up to an additional 20 years. The basic fee is $600 per month per site. The monthly fee will increase 3% per year. The lessee is also responsible for the utility costs and for certain additional fees, such as an application fee of $1,000 per site.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Master Agreement for Network Services — We entered into a master agreement for network services, or the Master Agreement for Network Services, with various Sprint affiliated entities, which we refer to as the Sprint Entities, pursuant to which the Sprint Entities and we will establish the contractual framework and procedures for us to purchase network services from Sprint Entities. We may order various services from the Sprint Entities, including IP network transport services, data center co-location, toll-free services and access to the following business platforms: voicemail, instant messaging services, location-based systems and media server services. The Sprint Entities will provide a service level agreement that is consistent with the service levels provided to similarly situated customers. Pricing is specified in separate product attachments for each type of service; in general, the pricing is based on the mid-point between fair market value of the service and the Sprint Entities’ fully allocated cost for providing the service. The term of the Master Agreement for Network Services will be five years, but the lessee will have the right to extend the term for an additional five years. Additionally, in accordance with the Master Agreement for Network Services with the Sprint Entities, we assumed certain agreements for backhaul services with certain of the Investors that contain commitments that extend up to five years.

IT Master Services Agreement — We entered into an IT master services agreement with the Sprint Entities, or the IT Master Services Agreement, pursuant to which the Sprint Entities and us will establish the contractual framework and procedures for us to purchase information technology, or IT, application services from the Sprint Entities. We may order various information technology application services from the Sprint Entities, including human resources applications, supply chain and finance applications, device management services, data warehouse services, credit/address check, IT help desk services, repair services applications, customer trouble management, coverage map applications, network operations support applications, and other services. The specific services requested by us will be identified in Statements of Work to be completed by the Sprint Entities and us. The Sprint Entities will provide service levels consistent with the service levels the Sprint Entities provide to their affiliates for the same services. Pricing will be specified in each separate Statement of Work for each type of service. The term of the IT Master Services Agreement will be five years, but we will have the right to extend the term for an additional five years.

4G MVNO Agreement — We entered into a non-exclusive 4G MVNO agreement at the Closing with Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P., or the 4G MVNO Agreement. We will sell wireless broadband services to the other parties to the 4G MVNO Agreement for the purposes of the purchasers marketing and reselling the wireless broadband services to each of their respective end user customers. The wireless broadband services to be provided under the 4G MVNO Agreement include standard network services, and, at the request of any of the parties, certain non-standard network services. We will sell these services at our retail prices less agreed upon discounts.

Intel Market Development Agreement — We entered into a market development agreement with Intel, or the Intel Market Development Agreement, pursuant to which we committed to deploy mobile WiMAX on our network and to promote the use of certain notebook computers and mobile Internet devices on our network, and Intel would develop, market, sell and support WiMAX embedded chipsets for use in certain notebook computers and mobile Internet devices that may be used on our network. The Intel Market Development Agreement will last for a term of seven years from the date of the agreement, with Intel having the option to renew the agreement for successive one year terms up to a maximum of 13 additional years provided that Intel meets certain requirements. If Intel elects to renew the agreement for the maximum 20-year term, the agreement will thereafter automatically renew for successive one year renewal periods until either party terminates the agreement. Under the Intel Market Development Agreement, Clearwire Communications will pay to Intel a portion of the revenues received from certain retail customers using certain Intel-based notebook computers, or other mutually agreed on devices on the its network, for a certain period of time. Subject to certain qualifications, Clearwire Communications will also pay to Intel activation fees for each qualifying Intel-based device activated on its network during the initial term.

Google Products and Services Agreement — We entered into a products and services agreement with Google, or the Google Products and Services Agreement, pursuant to which Google and we will collaborate on a variety of

118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

products and services. Google will provide advertising services to us for use with certain websites and devices, and we will utilize these Google advertising services on an exclusive basis for its retail customers. Google will pay us a percentage of the revenue that Google generates from these advertising services. Google will also provide a suite of hosted communications services, including email, instant messaging and calendar functionality, to us for integration into our desktop portal offering. Furthermore, we will support the open-source Android platform, will work with Google to offer certain other Google applications, and will explore working with Google on a variety of other potential products and services. The Google Products and Services Agreement will have a term of three years.

Google Spectrum Agreement — We entered into a spectrum agreement with Google, or the Google Spectrum Agreement, pursuant to which we will make available to Google certain of our excess 2.5 GHz spectrum in various markets for experimental usage by Google, and for development of alternative applications by third-parties operating under the direction and approval of Google and us. The third-party use of our spectrum beyond that used for WiMAX technology can not be utilized in a manner that will interfere with our use of our spectrum for WiMAX technology, and will be subject to availability. The revenue generated from the spectrum usage other than for WiMAX technology will be shared by Google and us. In addition, both parties will agree to form a joint technology team to manage the activities outlined in the Google Spectrum Agreement. The Google Spectrum Agreement provides for an initial term of five years from the date of the agreement. The Google Spectrum Agreement will be terminable by either party on default of the other party.

Motorola Agreements — As a result of the Transactions, we assumed commercial agreements with Motorola where we are commited to purchase certain infrastructure and supply inventory from Motorola. Certain of our subsidiaries are also commited to purchase certain types of network infrastructure products, modems and PC cards we provide to our subscribers exclusively from Motorola through August 2011 and, thereafter, 51% until the term of the agreement is completed on August 29, 2014, as long as certain conditions are satisfied. For the period following the Closing, we paid Motorola $2.4 million under these agreements. The remaining commitment was $10.7 million at December 31, 2008.

20.   Quarterly Financial Information (unaudited)

Summarized quarterly financial information for the years ended December 31, 2008 and 2007 is as follows (in thousands, except per share data):

	First			Second			Third			Fourth			Total
2008 quarter:
Total revenues	$	—		$	—		$	—		$	20,489		$	20,489
Gross loss(1)	$	(26,861	)	$	(25,577	)	$	(31,147	)	$	(27,415	)	$	(111,000	)
Operating loss(2)	$	(95,101	)	$	(73,679	)	$	(90,864	)	$	(233,434	)	$	(493,078	)
Net loss	$	(97,437	)	$	(79,566	)	$	(137,603	)	$	(118,020	)	$	(432,626	)
Net loss per common share:
Basic										$	(0.16	)	$	(0.16	)
Diluted										$	(0.28	)	$	(0.28	)
2007 quarter:
Total revenues	$	—		$	—		$	—		$	—		$	—
Gross loss(1)	$	(3,758	)	$	(4,602	)	$	(5,606	)	$	(34,899	)	$	(48,865	)
Operating loss	$	(29,267	)	$	(39,596	)	$	(39,194	)	$	(104,328	)	$	(212,385	)
Net loss	$	(32,563	)	$	(41,809	)	$	(42,045	)	$	(108,308	)	$	(224,725	)

(1)	Gross loss excludes depreciation and amortization included in operating loss.
(2)	Operating loss includes a non-recurring charge of approximately $80.6 million related to the settlement of spectrum lease contracts.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

21.   Subsequent Events

Upon consummation of the Transactions, the Investors originally purchased shares of Clearwire Class A Common Stock, Clearwire Class B Common Stock and Clearwire Communications Class B Common Interests, at a price of $20.00 per share or interest, as applicable. In accordance with the original terms of the Transaction Agreement, the purchase price paid by the Investors was subject to a post-closing adjustment to between $17.00 and $23.00 per share or interest, as applicable. On February 26, 2009, the final purchase price was determined based on the volume weighted average share price of the Clearwire Class A Common Stock on the NASDAQ Global Select Market over 15 randomly-selected trading days during the 30-trading day period ending on and including the trading day prior to February 26, 2009. Based on our trading price during the period, the final purchase price to be paid by the Investors was established to be $17.00 per share or interest, as applicable.

The number of additional shares issued to the Investors on February 26, 2009 was as follows:

	Class A		Class B		Class B
Investor	Common Stock		Common Stock		Common Interests
Comcast Corporation		—		9,264,705		9,264,705
Time Warner Cable Inc.		—		4,852,941		4,852,941
Bright House Networks, LLC		—		882,353		882,353
Intel Corporation		—		8,823,530		8,823,530
Google		4,411,765		—		—
Total		4,411,765		23,823,529		23,823,529

In addition, on February 27, 2009, the Company sold 588,235 shares of Clearwire Class A Common Stock to CW Investment Holdings, at a price of $17.00 per share, pursuant to the Transaction Agreement, dated as of May 7, 2008.

120

ITEM 9.   Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

KPMG LLP is the independent auditor for Sprint Nextel Corporation and its subsidiaries, which included the WiMAX Operations of Sprint Nextel Corporation, our accounting predecessor. KPMG LLP audited the financial statements of the WiMAX Operations of Sprint Nextel Corporation as of December 31, 2007 and for the year then ended.

Deloitte & Touche LLP was the independent auditor for Clearwire Corporation and subsidiaries (which prior to its merger with the WiMAX Operations of Sprint Nextel Corporation on November 28, 2009 is referred to as Old Clearwire). Deloitte & Touche LLP audited the consolidated financial statements of Old Clearwire as of December 31, 2007 and December 31, 2006, and for each of the three years in the period ended December 31, 2007.

Deloitte & Touche LLP was retained as the independent auditor for Clearwire Corporation and subsidiaries, the company resulting from the merger of Old Clearwire and the WiMAX Operations of Sprint Nextel Corporation on November 28, 2008. Deloitte & Touche LLP has audited the consolidated financial statements of Clearwire Corporation as of December 31, 2008 and for the year then ended.

In connection with the audit of the year ended December 31, 2007, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make references in connection with their opinion to the subject matter of the disagreement.

The audit report of KPMG LLP on the financial statements of the WiMAX Operations of Sprint Nextel Corporation for the year ended December 31, 2007 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

ITEM 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO), President, Chief Financial Officer (CFO) and Chief Accounting Officer (CAO), as appropriate, to allow timely decisions regarding required financial disclosure.

Our management, under the supervision and with the participation of our CEO, President, CFO and CAO, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year ended December 31, 2008. Based on our evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our management, including our CEO, President, CFO and CAO, concluded that as of December 31, 2008, our disclosure controls and procedures were effective.

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s independent registered public accounting firm. In addition, Clearwire completed a series of transactions with privately-held subsidiaries of Sprint on November 28, 2008, including Sprint HoldCo LLC, which is deemed to be Old Clearwire’s “acquirer” for accounting and financial reporting purposes. For the purposes of applying the requirements of Item 308T of Regulation S-K, pursuant to a waiver granted by the SEC permitting Clearwire to rely on the transition period rules of the SEC, Clearwire has been deemed to be a newly-public company and will provide both reports beginning with the year ending December 31, 2009.

ITEM 9B.   Other Information

None.

121

PART III

ITEM 10.   Directors, Executive Officers and Corporate Governance

The information required by Item 10 will be included in our 2009 Proxy Statement (the “Proxy Statement”) under the heading “Information About Our Directors and Executive Officers” and is incorporated herein by reference. The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2008 fiscal year.

ITEM 11.   Executive Compensation

The information required by Item 11 will be included in the Proxy Statement under the headings “Information About Our Directors and Executive Officers — Compensation of the Board,” “Compensation of Executive Officers” and “Report of the Compensation Committee on Executive Compensation,” and is incorporated herein by reference.

ITEM 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 will be included in the Proxy Statement under the headings “Equity Compensation Plan Information” and “Beneficial Ownership of Common Stock”, and is incorporated herein by reference.

ITEM 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 will be included in the Proxy Statement under the heading “Information About Our Directors and Executive Officers — Related Party Transactions,” and is incorporated herein by reference.

ITEM 14.   Principal Accountant Fees and Services

The information required by Item 14 will be included in the Proxy Statement under the heading “Ratification of Selection of Independent Auditors”, and is incorporated by reference herein.

PART IV

ITEM 15.   Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules

The consolidated financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

(b) Exhibit Listing

See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.

122

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned; thereunto duly authorized, as of March 25, 2009.

CLEARWIRE CORPORATION

/s/  William T. Morrow

William T. Morrow

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 25, 2009.

Signature	Title	Date
/s/  William T. Morrow William T. Morrow	Chief Executive Officer (Principal Executive Officer)	March 25, 2009
/s/  David J. Sach David J. Sach	Chief Financial Officer (Principal Financial Officer)	March 25, 2009
/s/  Robert M. Delucia Robert M. DeLucia	Chief Accounting Officer (Principal Accounting Officer)	March 25, 2009
/s/  Craig O. McCaw Craig O. McCaw	Director	March 25, 2009
/s/  Peter L. S. Currie Peter L. S. Currie	Director	March 25, 2009
/s/  Jose A. Collazo Jose A. Collazo	Director	March 25, 2009
/s/  Keith O. Cowan Keith O. Cowan	Director	March 25, 2009
/s/  Steve Elfman Steve Elfman	Director	March 25, 2009
/s/  Dennis S. Hersch Dennis S. Hersch	Director	March 25, 2009
/s/  Daniel R. Hesse Daniel R. Hesse	Director	March 25, 2009
/s/  Frank Ianna Frank Ianna	Director	March 25, 2009
/s/  Sean Maloney Sean Maloney	Director	March 25, 2009
/s/  Theodore H. Schell Theodore H. Schell	Director	March 25, 2009
/s/  John W. Stanton John W. Stanton	Director	March 25, 2009
/s/  Brian P. McAndrews Brian P. McAndrews	Director	March 25, 2009

123

EXHIBIT INDEX

2.1	Transaction Agreement and Plan of Merger dated May 7, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation (Incorporated herein by reference to Exhibit 2.1 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
2.2	Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated November 21, 2008, as amended, among Clearwire Corporation, Sprint Nextel Corporation, Intel Corporation, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC (Incorporated herein by reference to Exhibit 2.1 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
3.1	Restated Certificate of Incorporation of Clearwire Corporation (Incorporated herein by reference to Exhibit 3.1 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
3.2	Bylaws of Clearwire Corporation, effective as of November 28, 2008 (Incorporated herein by reference to Exhibit 3.2 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
4.1	Equityholders’ Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2009A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC (Incorporated herein by reference to Exhibit 4.1 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
4.2	Stock certificate for Clearwire Corporation Class A Common Stock
4.3	Registration Rights Agreement dated August 5, 2005, among Clearwire Corporation and certain buyers of the Senior Secured Notes (Incorporated herein by reference to Exhibit 4.5 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
4.4	Form of Warrant (Incorporated herein by reference to Exhibit 4.10 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
4.5	Registration Rights Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC (Incorporated herein by reference to Exhibit 4.2 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
9.1	Voting Agreement dated May 7, 2008, among Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc., Intel Corporation and Eagle River Holdings, LLC (Incorporated herein by reference to Exhibit 9.1 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
9.2	Voting Agreement dated May 7, 2008, among Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc., Intel Corporation, Intel Capital Corporation and Intel Capital (Cayman) Corporation (Incorporated herein by reference to Exhibit 9.2 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
10.1	Indemnification Agreement dated November 13, 2003, among Flux Fixed Wireless, LLC and Flux United States Corporation (Incorporated herein by reference to Exhibit 10.2 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
10.2	Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.3 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
10.3	Letter Agreement dated April 26, 2004, between Clearwire Corporation and Nicolas Kauser (Incorporated herein by reference to Exhibit 10.5 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
10.4	Letter Agreement dated April 27, 2004, between Clearwire Corporation and R. Gerard Salemme (Incorporated herein by reference to Exhibit 10.6 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).

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10.5	Employment Agreement dated June 28, 2004, between Clearwire Corporation and Perry Satterlee (Incorporated herein by reference to Exhibit 10.7 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
10.6	Letter Agreement dated March 2, 2005, between Clearwire Corporation and John Butler (Incorporated herein by reference to Exhibit 10.8 to Clearwire Corporation’s Registration Statement on Form S-1 filed December 19, 2006).
10.7	Clearwire Corporation 2003 Stock Option Plan, as amended November 26, 2008 (Incorporated herein by reference to Exhibit 4.1 to Clearwire Corporation’s Registration Statement on Form S-8 filed December 2, 2008).
10.8	Amended and Restated Limited Liability Company Agreement dated July 12, 2006, between Clearwire US LLC and Shichinin LLC (Incorporated herein by reference to Exhibit 10.48 of Amendment No. 1 to Clearwire Corporation’s Registration Statement on Form S-1 filed January 8, 2007).
10.9	Clearwire Corporation 2007 Annual Performance Bonus Plan (Incorporated herein by reference to Exhibit 10.54 of Amendment No. 2 to Clearwire Corporation’s Registration Statement on Form S-1 filed January 30, 2007).
10.10	Wireless Broadband System Services Agreement dated August 29, 2006, between Motorola and Clearwire US LLC (Incorporated herein by reference to Exhibit 10.55 of Amendment No. 5 to Clearwire Corporation’s Registration Statement on Form S-1 filed March 7, 2007).
10.11	Wireless Broadband System Infrastructure Agreement dated August 29, 2006, between Motorola and Clearwire US LLC (Incorporated herein by reference to Exhibit 10.56 of Amendment No. 5 to Clearwire Corporation’s Registration Statement on Form S-1 filed March 7, 2007).
10.12	Wireless Broadband CPE Supply Agreement dated August 29, 2006, between Motorola and Clearwire US LLC (Incorporated herein by reference to Exhibit 10.57 of Amendment No. 5 to Clearwire Corporation’s Registration Statement on Form S-1 filed March 7, 2007).
10.13	Clearwire Corporation 2007 Stock Compensation Plan (Incorporated herein by reference to Exhibit 4.2 of Clearwire Corporation’s Registration Statement on Form S-8 filed December 2, 2008).
10.14	Stock and Asset Purchase Agreement by and among BellSouth Corporation, Clearwire Spectrum Holdings II LLC, Clearwire Corporation and AT&T Inc. dated as of February 15, 2007 Plan (Incorporated herein by reference to Exhibit 10.71 of Amendment No. 4 to Clearwire Corporation’s Registration Statement on Form S-1 filed February 20, 2007).
10.15	Credit Agreement dated as of July 3, 2007, among Clearwire Corporation, the several lenders from time to time parties thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets, Inc., as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Syndication Agent and Morgan Stanley Senior Funding, Inc., as Administrative Agent (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 8-K filed July 5, 2007).
10.16	Incremental Facility Amendment dated November 2, 2007, among Clearwire Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, Wachovia Bank N.A., as a Tranche C Term Lender, and Morgan Stanley Senior Funding, Inc. and Wachovia Capital Markets, LLC, as lead arrangers (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 8-K filed November 2, 2007).
10.17	Sprint Incremental Term Loan Amendment dated December 1, 2008, by and among Clearwire Legacy LLC (formerly known as Clearwire Sub LLC), Clearwire XOHM LLC (formerly known as Sprint Sub, LLC), Clearwire Communications LLC, Morgan Stanley Senior Funding, Inc., as administrative agent and Sprint Nextel Corporation (Incorporated herein by reference to Exhibit 10.2 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
10.18	Amended and Restated Credit Agreement dated November 21, 2008, by and among Clearwire Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. as co-documentation agents, JP Morgan Chase Bank, N.A. as syndication agent, Morgan Stanley & Co., Inc. as collateral agent, Morgan Stanley Senior Funding, Inc. as administrative agent and the other lenders party thereto (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 8-K filed November 24, 2008).
10.19	Form of Stock Option Agreement.

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10.20	Form of Restricted Stock Unit Award Agreement.
10.21	Clearwire Corporation Change in Control Severance Plan, as amended (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 10-Q filed May 12, 2008 and Exhibit 10.1 to Clearwire Corporation’s Form 10-Q filed August 8, 2008).
10.22	Amended and Restated Operating Agreement of Clearwire Communications LLC dated November 28, 2008 (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 8-K filed December 1, 2008).
10.23	Subscription Agreement dated May 7, 2008, between CW Investment Holdings, LLC and Clearwire Corporation (Incorporated herein by reference to Exhibit 10.56 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
10.24***	Intellectual Property Agreement dated November 28, 2008, between Sprint Nextel Corporation and Clearwire Communications LLC.
10.25**	MVNO Support Agreement dated May 7, 2008, among Sprint Spectrum L.P. d/b/a Sprint, Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC (Incorporated herein by reference to Exhibit 10.58 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
10.26***	4G MVNO Agreement dated November 28, 2008, among Clearwire Communications LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P. d/b/a Sprint.
10.27***	Market Development Agreement dated November 28, 2008, between Clearwire Communications LLC and Intel Corporation.
10.28***	Google Products and Services Agreement dated November 28, 2008, between Google Inc. and Clearwire Communications LLC.
10.29***	Spectrum Agreement dated November 28, 2008, between Google Inc. and Clearwire Communications LLC.
10.30***	Master Site Agreement dated November 28, 2008, between Clearwire Communications LLC and Sprint Nextel Spectrum LP.
10.31***	Master Agreement for Network Services dated November 28, 2008, between Clearwire Communications LLC and Sprint Solutions, Inc.
10.32***	Authorized Sales Representative Agreement dated November 28, 2008, between Clearwire Communications LLC and Sprint Solutions, Inc.
10.33***	National Retailer Agreement dated November 28, 2008, between Sprint Solutions, Inc. and Clearwire Communications LLC.
10.34***	IT Master Services Agreement dated November 28, 2008, between Clearwire Communications LLC and Sprint Solutions, Inc.
10.35	Form of Clearwire Employee Confidentiality and Intellectual Property Agreement (Incorporated herein by reference to Exhibit 10.69 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
10.36	Clearwire Corporation 2008 Stock Compensation Plan (Incorporated herein by reference to Exhibit 10.68 to Clearwire Corporation’s Registration Statement on Form S-4 originally filed August 22, 2008).
10.37	Clearwire Corporation 2007 Stock Compensation Plan, as amended November 26, 2008 (Incorporated herein by reference to Exhibit 4.2 to Clearwire Corporation’s Registration Statement on Form S-8 filed December 2, 2008).
10.38	Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.1 to Clearwire Corporation’s Form 8-K filed December 8, 2008).
10.39	Offer Letter Agreement dated January 21, 2009 between Clearwire Corporation and David J. Sach.
10.40	Offer Letter Agreement dated March 9, 2009 between Clearwire Corporation and Benjamin G. Wolff.
10.41	Offer Letter Agreement dated March 9, 2009 between Clearwire Corporation and William T. Morrow.

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21.1	List of subsidiaries.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of KPMG LLP.
31.1	Certification of Chief Executive Officer required by Section 302 of the Sarbanes Oxley Act of 2002.
31.2	Certification of Chief Financial Officer required by Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Certification of Chief Executive Officer required by Section 906 of the Sarbanes Oxley Act of 2002.
32.2	Certification of Chief Financial Officer required by Section 906 of the Sarbanes Oxley Act of 2002.
99.1	2007 Clearwire Corporation financial statements and footnotes.

*	Flux United States Corporation changed its name to Clearwire Corporation effective February 24, 2004, and as a result all references to Flux United States Corporation in this index are now to Clearwire Corporation.
**	The Securities and Exchange Commission has granted confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been granted has been filed separately with the Securities and Exchange Commission.
***	Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

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EX-4.2

Exhibit 4.2

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CLASS A COMMON STOCK            CLASS A COMMON STOCK |§ INCORPORATED UNDER THE LAWS            SEE REVERSE FOR            OF THE STATE OF DELAWARE CERTAIN DEFINITIONS            CLEARWIRE CORPORATION cusip FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF CLEARWIRF CORPORTION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile signatures of its duly authorized officers. Dated:

EX-10.19

Exhibit 10.19

NON-QUALIFIED STOCK OPTION AGREEMENT

pursuant to the

CLEARWIRE CORPORATION
2008 Stock Compensation Plan

* * * * *

Optionee:
Grant Date:
Vesting Date:
Per Share Exercise Price:	$[___]
Number of Option Shares subject to this Option:

* * * * *

          THIS NON-QUALIFIED STOCK OPTION 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 Optionee specified above (the “Optionee”), pursuant to the Clearwire Corporation 2008 Stock Compensation Plan, as in effect and as amended from time to time (the “Plan”); and

          WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the non-qualified stock option provided for herein to the Optionee;

          NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

     1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the option hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. The Optionee hereby acknowledges receipt of a true copy of the Plan and that the Optionee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

     2. Grant of Option. The Company hereby grants to the Optionee, as of the Grant Date specified above, a non-qualified stock option (this “Stock Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of Option Shares specified above (the “Option Shares”).

     3. No Dividend Equivalents. The Optionee shall not be entitled to receive a cash payment in respect of the Option Shares underlying this Stock Option on any dividend payment date for the Shares.

     4. Exercisability of this Stock Option.

          4.1 This Stock Option shall become exercisable as to 25% of the Option Shares, on each of the first four anniversaries of the Vesting Date, provided the Optionee is then employed by or performing services for the Company and/or one of its Subsidiaries or Affiliates.

          4.2 Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, this Stock Option shall expire and shall no longer be exercisable after the expiration of ten years from the Grant Date (the “Option Period”).

          4.3 The Committee may, in its sole discretion, accelerate the exercisability of any portion of the unexercisable portion of this Stock Option at any time, including, but not limited to, upon a Participant’s death or Disability (as defined in Sections 4.4 below). In no event shall this Stock Option be exercisable for a fractional Share.

          4.4 For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” means disability as determined by the Committee in accordance with the standards and procedures similar to those under the Company’s or the relevant Affiliate’s long-term disability plan, if any. Subject to the first sentence of this Section 4.4, at any time that the Company or the relevant Affiliate does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Affiliate.

     5. Method of Exercise and Payment. This Stock Option shall be exercised by the Optionee by delivering to the Chief Financial Officer of the Company or his/her designated agent on any business day a notice, in such manner and form as may be required by the Company, specifying the number of Option Shares the Optionee then desires to acquire (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of the aggregate Per Share Exercise Price specified above for such number of the Option Shares to be acquired upon such exercise plus an amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment shall be made in the manner set forth in Section 5.6 of the Plan.

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     6. Termination of Service Relationship.

          6.1 If the Optionee’s Service Relationship with the Company and its Subsidiaries terminates for any reason, any then unexercisable portion of this Stock Option shall be forfeited by the Optionee and cancelled by the Company.

          6.2 If the Optionee’s Service Relationship with the Company and its Subsidiaries terminates for any reason other than due to the Optionee’s death or Disability, the Optionee’s rights, if any, to exercise any then exercisable portion of this Stock Option shall terminate ninety (90) days after the date of such termination, but not beyond the expiration of the Option Period, and thereafter this Stock Option shall be forfeited by the Optionee and cancelled by the Company.

          6.3 If the Optionee’s Service Relationship with the Company and its Subsidiaries is terminated due to the Optionee’s death, Disability, the Optionee (or, in the case of the Optionee’s death, the Optionee’s estate, designated beneficiary or other legal representative, as the case may be, as determined by the Committee) shall have the right, to the extent exercisable immediately prior to any such termination, to exercise this Stock Option at any time within the one (1) year period following such termination, but not beyond the expiration of the Option Period, and thereafter this Stock Option shall be forfeited by the Optionee and cancelled by the Company.

          6.4 The Committee may, in its sole discretion, determine that all or any portion of this Stock Option, to the extent exercisable immediately prior to the termination of the Optionee’s Service Relationship with the Company and/or one of its Subsidiaries for any reason, may remain exercisable for an additional specified time period after the relevant period specified above in this Section 6 expires (subject to any other applicable terms and provisions of the Plan and this Agreement), but not beyond the expiration of the Option Period.

          6.5 If the Affiliate of the Company engaging the Optionee ceases to be an Affiliate of the Company, that event shall be deemed to constitute a termination of the Optionee’s Service Relationship described in Section 6.2 above (in connection with such termination of employment, the provisions in Section 6.1 would also be applicable).

     7. Non-transferability.

          7.1 Except as provided in Section 7.2 below, this Stock Option, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary disposition by the Optionee or by the laws of descent and distribution, (ii) shall not be pledged, encumbered or otherwise hypothecated in any way at any time by the Optionee (or any beneficiary(ies) of the Optionee) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of or hypothecate this Stock Option, or the levy of any execution, attachment or similar legal process upon this Stock Option, contrary to the terms of this Agreement and/or the Plan, shall be null and void and without legal force or effect.

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          7.2 During the Optionee’s lifetime, the Optionee may, with the consent of the Committee, transfer without consideration all or any portion of this Stock Option to one or more members of his or her Immediate Family, to a trust established for the exclusive benefit of one or more members of his or her Immediate Family, to a partnership in which all the partners are members of his or her Immediate Family, or to a limited liability company in which all the members are members of his or her Immediate Family. For purposes of this Agreement, “Immediate Family” means the Optionee’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brothers and half-sisters), in-laws, and all such relationships arising because of legal adoption; provided, however, that any such Immediate Family, or any such trust, partnership and limited liability company, shall agree to be and shall be bound by the terms and provisions of this Agreement and the Plan.

     8. Entire Agreement; Amendment. This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan; provided, however, that no such modification or amendment shall materially adversely affect the rights of the Optionee under this Stock Option without the consent of the Optionee. This Agreement may also be modified or amended by a writing signed by both the Company and the Optionee. The Company shall give written notice to the Optionee of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

     9. Notices. Any Exercise Notice or other notice which may be required or permitted under this Agreement shall be delivered in such manner and form as may be required by the Company as follows:

     (i) If such notice is to the Company, to the attention of the Clearwire Stock Plan Administrator, or at such address as may be specified by the Company, by notice to the Optionee, shall designate from time to time.

     (ii) If such notice is to the Optionee, at his or her address as shown on the Company’s records, or at such other address as the Optionee, by notice to the Company, shall designate from time to time.

     10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.

     11. Compliance with Laws. The issuance of this Stock Option (and the Option Shares upon exercise of this Stock Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The

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Company shall not be obligated to issue this Stock Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

     12. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Optionee shall not assign (except as provided by Section 7 hereof) any part of this Agreement without the prior express written consent of the Company.

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

     14. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

     15. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

     16. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Optionee has hereunto set his hand, all as of the Grant Date specified above.

CLEARWIRE CORPORATION
By:
	Name:
	Title:
Optionee

5

EX-10.20

Exhibit 10.20

RESTRICTED STOCK UNIT AWARD AGREEMENT

pursuant to the

CLEARWIRE CORPORATION
2008 Stock Compensation Plan

* * * * *

Participant:

Grant Date:

Vesting Date:

Number of Restricted Stock Units granted:                                                                                

* * * * *

     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

          WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

          NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

     1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

     2. Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by Section 9 of the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any

protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award until such Shares are delivered to the Participant in accordance with Section 4.

     3. Vesting.

          3.1. The RSUs subject to this grant shall become vested as to 25% on each of the first four anniversaries of the Vesting Date specified above, provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates, provided that the Company may defer vesting of Shares to a date the Participant is not subject to any Company “blackout” policy or other trading restriction imposed by the Company; provided, further, that any vesting and distribution of Shares shall in any event be made by the date that is 2-1/2 months from the end of the calendar year in which the applicable RSUs would have vested.

          3.2. If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any portion of the RSUs awarded under this Agreement, such unvested portion of the RSUs shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such RSUs. The Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination (including any termination due to death, disability or retirement), that all or a portion of any the Participant’s unvested RSUs shall not be so cancelled and forfeited.

          3.3 If the Participant’s employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

     4. Delivery of Common Stock. Subject to the terms of the Plan, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to the Participant the number of Shares equal to the number of RSUs that so vested; provided that the Company may defer distribution of Shares to a date the Participant is not subject to any Company “blackout” policy or other trading restriction imposed by the Company; provided, further, that any distribution of Shares shall in any event be made by the date that is 2-1/2 months from the end of the calendar year in which the applicable RSUs vested. In connection with the delivery of the Shares pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company.

     5. Dividends and Other Distributions. Participants holding RSUs shall be entitled to receive all dividends and other distributions paid with respect to such Shares, provided that any such dividends or other distributions will be subject to same vesting requirements as the underlying RSUs and shall be paid at the time the Shares are delivered pursuant to Section 4. If any dividends or distributions are paid in Shares, the Shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the RSUs with respect to which they were paid.

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     6. Withholding. The Participant shall be required to pay the Company an amount of cash necessary to satisfy any withholding or other tax due from the Company with respect to any RSUs. Alternatively, the Company may, but shall not be required to, withhold from any other payment due to the Participant, including a number of otherwise deliverable Shares with an aggregate Fair Market Value equal to the minimum amount required to be withheld, in connection with the distribution of Shares underlying the RSUs granted hereunder.

     7. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

     8. Acknowledgment of Employee. The award of this RSU does not entitle Participant to any benefit other than that granted under this Plan. Any benefits granted under this Plan are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation. Participant understands and accepts that the benefits granted under the Plan are entirely at the grace and discretion of the Company and that the Company retains the right to amend or terminate the Plan at any time, at their sole discretion and without notice.

     9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the principles of conflict of laws thereof.

     10. Notices. Any notice which may be required or permitted under this Agreement shall be delivered to the Company or his/her designated agent, in such manner and form as may be required by the Company, as follows:

          10.1. If such notice is to the Company, to the attention of the Stock Plan Administrator or at such other address as the Company, by notice to the Participant, shall designate from time to time.

          10.2. If such notice is to the Participant, at his or her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate from time to time.

     11. Compliance with Laws. The issuance of the RSUs and Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), any relevant provision of gaming laws or regulations including any registration, approval or action thereunder, and any other law or regulation applicable thereto. The Company

3

shall not be obligated to issue any of the RSUs or Shares pursuant to this Agreement if such issuance would violate any such requirements.

     12. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.

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

     14. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

     15. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

     16. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his hand, all as of the Grant Date specified above.

CLEARWIRE CORPORATION
By:
	Name:
	Title:
[Participant]

4

EX-10.24

Exhibit 10.24

EXECUTION COPY

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

INTELLECTUAL PROPERTY AGREEMENT

     This INTELLECTUAL PROPERTY AGREEMENT is made, effective as of the 28^th 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”).

RECITALS

     A. Sprint and other entities have entered into a Transaction Agreement and Plan of Merger having an execution date of May 7, 2008 (“TAPM”).

     B. Pursuant to the TAPM, Clearwire will be formed and Sprint desires to enter into this agreement with Clearwire with respect to patents, trademarks, software and proprietary information.

     Sprint and Clearwire agree as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01 Definitions. Terms used in this agreement with initial capital letters have the meanings set forth or cross-referenced below.

     “Assigned Patents” means the Sprint Patents used exclusively in WiMAX or listed in Exhibit A, and including any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals of any of them, and any foreign counterparts of any of the foregoing and any patents resulting from such inventions or patent applications.

     “Clearwire Corporation” means New Clearwire Corporation, a Delaware corporation, which is the parent company of Clearwire.

     “Clearwire Group” means, at any given time, Clearwire Corporation and all Persons in which Clearwire Corporation is the owner, directly or indirectly, of at least 50% of the Person’s Voting Stock.

     “Clearwire Patents” means the following patents, but only if they are not Assigned Patents: a) patents owned by any Clearwire Group member on the Effective Date; b) patents that issue from patent applications filed prior to the Effective Date that are owned by a Clearwire Group member on the Effective Date; and (c) patents that issue from patent applications based on inventions conceived or reduced to practice prior to the Effective Date that are owned by a

Clearwire Group member on the Effective Date. Clearwire Patents include any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals thereof and any foreign counterparts of any of the foregoing.

     “Controlled Affiliate” means, with respect to any Person, any other legal entity that is directly or indirectly Controlled by that Person.

     “Control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.

     “Covenant Term” means [*****] from the Effective Date or for so long as Sprint has an ownership interest in Clearwire, whichever is longer, except that with respect to the Sprint VOIP Patents it means [*****] from the Effective Date or for so long as Sprint has an ownership interest in Clearwire, whichever is longer.

     “Derivative Works” means work based upon one or more preexisting works or any other form in which a work may be recast, transformed, or adapted.

     “Group” means either the Sprint Group or the Clearwire Group, as the context requires.

     “Materials” means documents, specifications, designs, plans, drawings or other tangible works of authorship, including any of the foregoing materials in electronic form, and any copyright rights therein (whether or not registered); except that, Materials does not include Software.

     “Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or governmental authority.

     “Proprietary Information” means business, technical or other information, existing as of the Effective Date, including information contained in Materials, which is proprietary to one or more members of either or both Groups and that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

     “Rejection” has the meaning set forth in Section 9.13

     “Sprint Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their Controlled Affiliates): [*****].

     “Sprint Group” means, at any given time, Sprint and all Persons in which Sprint is the owner, directly or indirectly, of at least 50% of the Person’s Voting Stock, except that it does not mean Clearwire or any member of the Clearwire Group.

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     “Sprint Marks” has the meaning set forth in Section 4.03.

     “Sprint Patents” means the following patents, but only if they are not Clearwire Patents: (a) patents owned by any Sprint Group member on the Effective Date; (b) patents that issue from patent applications filed prior to the Effective Date that are owned by a Sprint Group member on the Effective Date; and (c) patents that issue from patent applications based on inventions conceived or reduced to practice prior to the Effective Date that are owned by a Sprint Group member on the Effective Date. Sprint Patents include any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals thereof and any foreign counterparts of any of the foregoing.

     “Sprint Software” has the meaning set forth in Section 5.01.

     “Sprint VOIP Patents” means any Sprint Patents that relate to voice over Internet protocol telephony (“VOIP”), including but not limited to those listed in Exhibit H, and any other patents relating to VOIP issued after the Effective Date, and during the Covenant Term.

     “Software” means (a) all computer software and programs, including source and object code, and (c) all documentation, if any, related thereto.

     “Third Party” means any Person other than a member of a Group.

ARTICLE 2
PATENT TRANSFER

     Section 2.01 Patent Transfer to Clearwire. Sprint hereby assigns and will cause each Sprint Group member to assign to the Clearwire Group member designated by Clearwire, subject to any rights of Third Parties existing on the Effective Date, all the Sprint Group’s right, title and interest in the Assigned Patents. To the best of Sprint’s knowledge, there are no Third Party rights or claims in the Assigned Patents. In the event there is a material Third Party right in any Assigned Patent, Sprint will give Clearwire reasonable notice of such right.  Following execution of the assignment, Clearwire shall assume all responsibility and expenses associated with processing and pursuing the Assigned Patents.

     Section 2.02 Exhibit A. To the best of Sprint’s knowledge, Exhibit A is a complete list of all Assigned Patents.  Sprint shall, from time to time, revise Exhibit A to include all Assigned Patents that were not included on Exhibit A as of the Effective Date, and shall act reasonably in considering any written request by Clearwire for inclusion of a Sprint Patent which Clearwire has reason to assert is an Assigned Patent.

     Section 2.03 Cooperation.

     (a) Sprint will reasonably cooperate with Clearwire, and will cause all applicable Sprint Group members, agents and counsel to reasonably cooperate with Clearwire, at Clearwire’s expense with respect to Third Party costs, in connection with (i) the preparation, filing, prosecution, maintenance and defense of the Clearwire Patents, and (ii) any suit for infringement of the Clearwire Patents brought by any Clearwire Group member against a Third

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Party, and (iii) executing any applicable documents requested by Clearwire to perfect ownership and register patent assignments with any patent office.

     (b) Clearwire will reasonably cooperate with Sprint, and will cause all Clearwire Group members, agents and counsel to reasonably cooperate with Sprint, at Sprint’s expense with respect to Third Party costs, in connection with (i) the preparation, filing, prosecution, maintenance and defense of the Sprint Patents, and (ii) any suit for infringement of the Sprint Patents brought by a Sprint Group member against a Third Party, and (iii) executing any applicable documents requested by Sprint to perfect ownership and register patent assignments with any patent office.

     (c) Each party may make available to the other party, on written request, that party’s patents, for use by the requesting party in defending against a Third Party patent infringement claim.  The party receiving such a request will use commercially reasonable efforts to agree to the request. However, neither party is under a requirement to actually agree to such a request.   The requesting party will bear all costs of such cooperation.  For purposes of clarification, given the strategic relationship between the parties, each party expects to assert its patents for the benefit of the other, unless the requested party, after commercially reasonable deliberations, determines that such assertion is not in its reasonable best interests.

ARTICLE 3
NON ASSERTS

     Section 3.01 Non Asserts.

     A. Sprint Covenant. For the Covenant Term, Sprint, on behalf of itself and all Sprint Group members, agrees not to bring, assert or commence against Clearwire or any Clearwire Group member any claim, action or proceeding alleging that Clearwire is making, using or selling, offering to sell, importing, or otherwise infringing on the rights of any Sprint Patents or any Sprint VOIP Patents (the “Sprint Covenant”). The Sprint Covenant will terminate immediately if Clearwire is acquired or controlled by a Sprint Restricted Entity other than Sprint or a member of the Sprint Group.

     B. Assigned Patents Covenant. For the term of the Assigned Patents, Clearwire, on behalf of itself and all Clearwire Group members, agrees not to bring, assert or commence against Sprint or any Sprint Group member any claim action or proceeding alleging that Sprint is making, using or selling, offering to sell, importing, or otherwise infringing on the rights of any of the Assigned Patents including any continuations, divisionals or any patent which claims priority to any assigned patents or patent applications. Unless this Agreement is terminated by Clearwire as a result of a material breach by Sprint, this Section shall survive the termination of this Agreement.

     C. Clearwire Covenant. For the Covenant Term, Clearwire, on behalf of itself and all Clearwire Group members, agrees not to bring, assert or commence against Sprint or and Sprint Group member any claim action or proceeding alleging that Sprint is making, using or selling, offering to sell, importing, or otherwise infringing on the rights of any Clearwire Patent (the

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“Clearwire Covenant”). The Clearwire Covenant will terminate immediately if Sprint is acquired or controlled by a Restricted Entity.

     D. Sprint and Clearwire agree that no damages for patent infringement, or claims to patent royalties, in respect of the patents subject to this Agreement, shall accrue during the period in which this Non-Assert Section is in effect.

     Section 3.02 Third Parties and Sprint VOIP Patents.

     (a) While a covenant of this Article 3 remains in effect:

     (i) With respect to patents that Sprint has agreed not to assert against Clearwire, the non assert will also extend to (a) selling by any Person that is authorized to sell Clearwire services but only as to the Clearwire services being sold, and not any services or products of any Third Party, and (b) use by any client or customer that has the right to use Clearwire services. For the avoidance of doubt Sprint may pursue claims against a Third Party who uses Clearwire’s services in the conduct of such Third Party’s business in combination with a service not provided by Clearwire, which combined use infringes a Sprint patent, solely to the extent such infringement would not have occurred but for such combination. For further avoidance of doubt, Sprint will not have a claim against a Clearwire customer that uses only the Clearwire service(s).

     (ii) With respect to patents that Clearwire has agreed not to assert against Sprint, the non assert will also extend to (a) selling by any Person that is authorized to sell Sprint services but only as to the Sprint services being sold, and not any services or products of any Third Party, and (b) use by any client or customer that has the right to use Sprint services. For the avoidance of doubt Clearwire may pursue claims against a Third Party who uses Sprint’s services in combination with a service not provided by Sprint, which combined use infringes a Clearwire patent, solely to the extent such infringement would not have occurred but for such combination. For further avoidance of doubt, Clearwire will not have a claim against a Sprint customer that uses only the Sprint service(s).

     (iii) If, after the Effective Date, any party grants any Third Party the right to enforce a patent, through assignment or otherwise, then that party will obligate the Third Party to honor the provisions of this Article 3 and will take all necessary steps to ensure that the Third Party has the same obligation not to assert that patent.

     (b) Sprint may update Exhibit H from time to time during the Covenant Term. Clearwire may request no more often than annually that Sprint update Exhibit H. Within 30 days of receipt of the request, Sprint will update Exhibit H.

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ARTICLE 4
TRADEMARK TERMS AND CONDITIONS

     Section 4.01 Trademarks Assignment.

     (a) Sprint hereby assigns and will cause each applicable Sprint Group member to assign to the Clearwire Group member designated by Clearwire, all of their right, title and interest in the trademarks identified on Exhibit B (“Trademarks”) and all associated goodwill and related trademark registrations and applications worldwide, free and clear of all liens and encumbrances, and including the sole right to sue for past infringements of the Exhibit B marks and logos. To the best of Sprint’s knowledge, Exhibit B is a complete list of all XOHM-formative trademarks owned by any member of the Sprint Group other than any composite trademarks that incorporate “Sprint”.  Sprint shall, from time to time, revise Exhibit B to include all XOHM-formative trademarks that were not included on Exhibit B as of the Effective Date (other than any composite trademarks that incorporate “Sprint”), and shall act reasonably in considering any written request by Clearwire for inclusion of a XOHM-formative trademark which Clearwire has reason to assert is an XOHM-formative trademark that does not incorporate “Sprint” and that should be included in the Trademarks.

     (b) Within the later of 5 business days of this Agreement, or after Clearwire designates the Clearwire Group member to receive the assignment, Sprint will cause the applicable Sprint Group member to sign and deliver the Memorandum of Assignment attached as Exhibit C. Clearwire will record the Memorandum of Assignment in its sole discretion and at Clearwire’s sole expense. Sprint will cause the applicable Sprint Group member to take additional steps and to sign additional documents as reasonably requested by Clearwire to perfect this trademark assignment worldwide.

     (c) The parties agree and acknowledge that the Marks identified on Exhibit B are being assigned together with the portion of the business identified by those trademarks and substantial tangible assets embodying that business.

     (d) The Sprint Group members may exhaust current inventories of materials featuring the Exhibit B Marks for 3 months after the effective date of this Agreement. After that time, Sprint may only use the Exhibit B marks under a written trademark license from Clearwire.

     Section 4.02 Domain Names. Within 5 business days of this Agreement, Sprint will cause each applicable Sprint Group member to commence the transfer of the Domain Names listed on Exhibit D to Clearwire. Sprint will cause the applicable Sprint Group member to perform all steps reasonably required by the applicable registrar(s) to promptly complete the transfer of the Domain Names at Clearwire’s ultimate expense. Clearwire will reasonably cooperate with the Sprint Group member’s efforts to transfer the Domain Names.

     Section 4.03 Sprint-Branded Materials. Clearwire Group members may exhaust current inventories of materials featuring Sprint trademarks, service marks, logos and taglines (“Sprint Marks”) for 3 months after the effective date of this Agreement. After that time, Clearwire may only use the Sprint Marks under a written trademark license from Sprint.

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ARTICLE 5
SOFTWARE

     Section 5.01 Software Transfer to Clearwire. Sprint hereby assigns and will cause each Sprint Group member to assign to the Clearwire member designated by Clearwire, subject to any applicable rights of Third Parties existing on the Effective Date, all right, title and interest in any Software that is either i) listed on Exhibit E; or ii) is existing as of the Effective Date which is owned by a member of the Sprint Group and is used in or is being developed for Sprint WiMAX business but is not in use or anticipated to be used by any other Sprint Group member in connection with a business other than the Sprint WiMAX business. Software includes the entire software application. Portions of a Software application are not separately assignable unless the entire Software application is assigned. All other proprietary software owned by Sprint or any Sprint Group member prior to the Effective Date (the “Sprint Software”) is and will remain the exclusive property of the Sprint Group.

     Section 5.02 Software License Grant to Clearwire. Sprint hereby grants, and will cause each Sprint Group member that owns Sprint Software licensed by this Section to grant, to any Clearwire Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly perform and display, prepare Derivative Works, transmit and exercise any other rights to any Sprint Software that is identified in Exhibit F, or ii) is existing as the Effective Date which is owned by the Sprint Group and is used by a Clearwire Group member and which may be used by any Sprint Group member. Any limitations on this license will be identified in Exhibit F.

     Section 5.03 Software License Grant to Sprint. Clearwire hereby grants, and will cause each Clearwire Group member that owns Clearwire Software licensed by this Section to grant, to any Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly perform and display, prepare Derivative Works, transmit and exercise any other rights to any Clearwire Software that is identified in Exhibit G. Any limitations on this license will be identified in Exhibit G.

     Section 5.04 Source Code. Sprint shall, upon the prior written request of a Clearwire Group member, promptly provide the requesting Clearwire Group member with a current, accurate and verifiable copy of the source code, in human readable form, to the Software transferred pursuant to Section 5.01 or, to the extent reasonable to do so, licensed to Clearwire pursuant to Section 5.02 and all supporting documentation and other materials related thereto (in each case, including only those Third Party tools, documentation and other materials that Sprint has the right to provide) reasonably necessary for a developer to maintain, update, upgrade and utilize the transferred Software.

ARTICLE 6
PROPRIETARY INFORMATION AND MATERIALS

     Section 6.01 Proprietary Information and Materials Transfer to Clearwire. Sprint hereby assigns and will cause each Sprint Group member to assign to the Clearwire Group member designated by Clearwire, subject to any applicable rights of Third Parties existing on the Effective Date, all right title and interest to any Proprietary Information and Materials existing as

7

of the Effective Date owned by a Sprint Group member that is either i) Proprietary Information and Materials (for example, software specifications, manuals, design documents) associated with Software to be assigned to Clearwire pursuant to Article 5; or ii) used or is being developed for the Sprint WiMAX business, but is not in use or anticipated to be used by any Sprint Group member in connection with a business other than the Sprint WiMAX Business.

     Section 6.02 License Grant to Clearwire for Proprietary Information and Materials. Sprint hereby grants, and will cause each Sprint Group member that owns Sprint Proprietary Information or Sprint Materials licensed by this Section to grant to each Clearwire Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use and disclose in any manner any Sprint Proprietary Information and to reproduce, distribute, publicly perform, display, prepare Derivative Works, transmit and exercise any other rights to any Sprint Materials that, for the Proprietary Information and the Materials as of the Effective Date are listed in Exhibit F or are either in use by the Sprint WiMAX Business to provide or support operations of any the Sprint WiMAX Business or are reasonably required for the Sprint WiMAX Business and in each case that Sprint is not willing to providing through a services agreement. Any limitations on this license will be identified in Exhibit F.

     Section 6.03 License Grant to Sprint for Proprietary Information and Materials. Clearwire hereby grants, and will cause each Clearwire Group member that owns Clearwire Proprietary Information or Clearwire Materials licensed by this Section to grant to each Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use and disclose in any manner any Clearwire Proprietary Information and to reproduce, distribute, publicly perform, display, prepare Derivative Works, transmit and exercise any other rights to any Clearwire Materials that, for the Proprietary Information and the Materials as of the Effective Date are listed in Exhibit G or are either in use to provide or support operations of any the Sprint business, or are reasonably required for the Sprint business. Any limitations on this license will be identified in Exhibit G.

ARTICLE 7
LIMITED WARRANTIES, INDEMNITY AND REPRESENTATIONS

     Section 7.01 Rights Granted “AS IS”. Except as otherwise provided in this section, all intellectual property, whether through assignment, license or otherwise that is covered by this agreement is furnished “AS IS,” without any representations, warranties or indemnification obligations of any kind whatsoever by or on behalf of the Sprint Group except as follows:

     (a) Sprint has no knowledge of any initial or final action by any trademark registration authority, or of any substantive challenge, opposition, or objection by any Third Party, which, if sustained, would prevent the registration, use, or enforcement of any of the Trademarks listed on Schedule B in connection with the business of Clearwire in any of the jurisdictions identified in Schedule B.

     (b) Sprint has no knowledge of any initial or final action by any patent registration authority, or of any substantive challenge, opposition, or objection by any third party, which, if

8

sustained, would prevent the registration, use, or enforcement of any of the Assigned Patent listed on Schedule A in connection with the business of Clearwire in any of the jurisdictions identified in Schedule A.

     (c) Sprint warrants that neither it nor any other member of the Sprint Group has assigned, licensed or otherwise transferred any rights in the Assigned Patents, Trade marks or Software, to any Third Party.

     Section 7.02 Disclaimer of Implied Warranties. Each Group assumes total responsibility and risk for its use of any intellectual property covered by this agreement. Neither Group makes, and each Group expressly disclaims, any implied warranties of any kind whatsoever, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, implied warranties of title or non-infringement, or any implied warranty that the intellectual property is “error free.”

ARTICLE 8
CLAIMS AND DISPUTES

     Section 8.01 Equitable Remedies. Money damages alone will not be an adequate remedy if a Group member exceeds the scope of its rights granted by this agreement for any other breach or threatened breach of any obligation under this agreement. In addition to any other remedies at law a non-breaching Group member is entitled to seek injunctive relief against any continued action by the other Person.

     Section 8.02 Notice. Any notice, demand, claim or other communication under this agreement must be in writing and will be given (i) on the delivery if delivered personally; (ii) five days after mailing if sent by registered or certified mail, return receipt requested, postage prepaid; (iii) on the date when delivery is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (iv) on the date when facsimile transmission is confirmed by the receiving machine if transmitted by facsimile machine and confirmed by delivery by one of the prior methods; but, in each case, only if addressed as follows (or as a party may specify by notice to the other):

If to Sprint:

Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, KS, 66251
Attn: General Counsel
Facsimile: (913) 315-0762

With a copy to:

Sprint Nextel Corporation
6450 Sprint Parkway

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Overland Park, KS, 66251
Attn: Vice President - Law: Intellectual Property
Facsimile: (913) 523-9803

If to Clearwire:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Chief Executive Officer
Facsimile No.: (425) 828-8061

With a copy to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Legal Department
Facsimile No.: (425) 216-7776

     (a) Any notice to Sprint will be notice to all members of the Sprint Group, and any notice to Clearwire will be notice to all members of the Clearwire Group.

     Section 8.03 Any notice, demand, claim or other communication under this agreement must be given as provided in the Software and Proprietary Information Agreement.

ARTICLE 9
MISCELLANEOUS

     Section 9.01 Amendment. This agreement may not be amended except by a writing executed by the Parties.

     Section 9.02 Governing Law. The validity, interpretation and enforcement of this agreement will be governed by the laws of the State of Delaware, without giving effect to its provisions relating to choice of law.

     Section 9.03 Priority of Agreements. If there is a conflict between any provision of this agreement and the TAPM (or any other agreement referred to in the TAPM), the provisions of this agreement will control.

     Section 9.04 Assignment. This agreement cannot be assigned by either party without the other party’s prior written consent except that any party can assign this agreement (i) to any member of its Group (but only for so long as the assignee remains a Group member) or (ii) in the event of a merger or acquisition so long as the acquiring party is not a Sprint Restricted Entity.. This agreement is binding on and will inure to the benefit of and be enforceable by

10

Sprint, Clearwire, the members of their Groups (so long as they remain in the Group and thereafter as provided in this agreement), and their successors and permitted assigns.

     Section 9.05 No Third Party Beneficiaries. This agreement is solely for the benefit of Sprint, Clearwire and the members and former members of their Groups and does not confer any rights or remedies on Third Parties (including any employees of any Sprint Group member or any Clearwire Group member).

     Section 9.06 Entire Agreement. This agreement is the entire agreement among the Clearwire Group and the Sprint Group relating to the intellectual property. No prior understandings, whether written or oral, will be binding on any Group member unless in writing signed on or after the date of this agreement. Except as Expressly provided in this Agreement, no other rights are granted.

     Section 9.07 Counterparts. This agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one instrument. Each counterpart may consist of several copies each signed by less than all, but together signed by all, the parties.

     Section 9.08 No Waiver. The failure of any group member to exercise any right, power or remedy is not a waiver of any other right, power or remedy.

     Section 9.09 Rules of Construction. This agreement will be fairly interpreted in accordance with its terms and without any construction in favor of or against either party.

     Section 9.10 No Other Enforcement Required. This agreement does not require any member of any Group to enforce or otherwise assert any patents or other intellectual property rights against any Third Party.

     Section 9.11 Further Assurances. At the request of the other, each Party will execute and deliver or cause the members of its Group to execute and deliver any further documents reasonably necessary to vest title to patents, patent applications and inventions as provided in this agreement.

     Section 9.12 Specific Performance and Other Remedies. Each Party acknowledges that the rights of each Party to consummate the Transactions are special, unique and of extraordinary character and that, if any Party violates or fails or refuses to perform any covenant or agreement made by it in this Agreement, the non-breaching Party or Parties may be without an adequate remedy at law. If any Party violates or fails or refuses to perform any covenant or agreement made by the Party in this Agreement, the non-breaching Party or Parties may, subject to the terms of this Agreement and in addition to any remedy at law for damages or other relief, institute and prosecute an Action in any court of competent jurisdiction to enforce specific performance of the covenant or agreement or seek any other equitable relief.

     Section 9.13 Bankruptcy. All covenants not to assert granted hereunder are intended to be and should be considered rights protected by Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 101 et seq. (“365(n)”). All rights under this agreement will be deemed to exist immediately before the occurrence of any bankruptcy case in which a member of the Sprint

11

Group or a member of the Clearwire Group is a debtor. Each non-debtor will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction. Without limiting the generality of the foregoing, to the maximum extent permitted by law, the covenants not to assert granted by this agreement will not be affected by a rejection of this agreement in bankruptcy, and will continue subject to the terms and conditions of this agreement. If this agreement is rejected or deemed rejected in a bankruptcy proceeding (a “Rejection”), the debtor will provide written notice thereof to the non-debtor. If any rights under this agreement are determined by a bankruptcy court not to be “intellectual property” rights for purposes of Section 365(n), all of those rights will remain vested in, and fully retained by, the non-debtor party after any Rejection.

     Section 9.14 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to the jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any prohibition or unenforceability in one jurisdiction will not invalidate or render unenforceable the provision in any other jurisdiction. If permitted by Law, each Party waives any provision of Law that renders any provision prohibited or unenforceable in any respect.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement as of November 28, 2008.

SPRINT NEXTEL CORPORATION
By:	/s/ Keith O. Cowan
Name:	Keith O. Cowan
Title:	President of Strategic Planning and Corporate Initiatives
CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope Cochran
Name:	Hope Cochran
Title:	Senior Vice President, Finance and Treasurer

13

Exhibit A

[*****]

14

Exhibit B

Project Rain — Schedule B
Trademarks

Argentina	Xohm	[*****]	[*****]	2766033
	Xohm	[*****]	[*****]	2766034
	Xohm	[*****]	[*****]	2766035
	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]
Brazil	Xohm	[*****]	[*****]	784906
	[*****]	[*****]	[*****]	[*****]
Canada	Xohm	[*****]	[*****]	1356905
	[*****]	[*****]	[*****]	[*****]
Chile	Xohm	[*****]	[*****]	784905
	[*****]	[*****]	[*****]	784904
China	Xohm	[*****]	[*****]
	[*****]	[*****]	[*****]
EU	Xohm	[*****]	[*****]	006277321
	[*****]	[*****]	[*****]	006277339
Japan	Xohm	[*****]	[*****]	83919/2007
	[*****]	[*****]	[*****]	83918/2007
Mexico	Xohm	[*****]	[*****]	872137
	Xohm	[*****]	[*****]	872136
	Xohm	[*****]	[*****]	872135
	[*****]	[*****]	[*****]	872134
	[*****]	[*****]	[*****]	872133
	[*****]	[*****]	[*****]	872132
Thailand	Xohm	[*****]	[*****]	670504
	Xohm	[*****]	[*****]	670505
	Xohm	[*****]	[*****]	670506
	[*****]	[*****]	[*****]	670507
	[*****]	[*****]	[*****]	670508
	[*****]	[*****]	[*****]	670509
US	Xohm	[*****]	[*****]	77088082
	[*****]	[*****]	[*****]	77212251
	Xohm Here, Life	[*****]	[*****]	77395002

Better,
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

15

Exhibit C

MEMORANDUM OF ASSIGNMENT
[For delivery post-closing]

This Trademark Assignment from Carolina Ventures, Inc. and [other Sprint entity(ies)] (“Assignors”) to Clearwire Communications LLC (“Clearwire”) is effective                     , 2008.

     a. Assignors own all rights in the trademarks set forth on the attached Schedule (the “Marks”), and Carolina Ventures, Inc., as a related party acting on behalf of itself and the other named Assignor(s) is the applicant/registrant of the associated trademark applications and registrations identified on the attached Schedule.

     b. Clearwire wants to acquire Assignors’ right, title and interest in the Marks and the associated goodwill, together with the portion of Assignors’ business identified by the Marks.

THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignors irrevocably assign to Clearwire all rights, title and interest in and to the Marks, the goodwill of the business associated with the Marks, and the related trademark registrations and applications.

ASSIGNOR:

                                         .

By:                                                                       

Name:                                   

Title:                                                                         

Date:                                                                  

[Add corporate acknowledgement(s)]

16

Exhibit D

[****]

17

Exhibit E

Software Transferred to Clearwire

None.

18

Exhibit F

Software Licenses Granted to Clearwire
And
Licenses Granted to Clearwire for Proprietary Information and Materials

None.

19

Exhibit G

Software Licenses Granted to Sprint
And
Licenses Granted to Sprint for Proprietary Information and Materials

None.

20

Exhibit H

     [*****]

21

EX-10.26

Exhibit 10.26

EXECUTION COPY

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

4G MVNO Agreement

dated as of

November 28, 2008

among

Clearwire Communications LLC,

Comcast MVNO II, LLC,

TWC Wireless, LLC,

BHN Spectrum Investments, LLC

and

Sprint Spectrum L.P.

TABLE OF CONTENTS

4G MVNO Agreement	4
Background	4
Operative Terms	4
1. Definitions	4
2. SIG Party Relationship	12
2.1 General	12
2.2 Services Provided	13
2.3 Limited Purpose; No Disparagement	17
2.4 SIG Party Participation	19
2.5 Brand Restrictions	20
2.6 Control of Clearwire Network	20
2.7 Right to Make Available to Controlled Affiliate	20
2.8 Independent Representatives and Agents	21
2.9 Unique Characteristics of Relationship	21
2.10 Services Provided to Clearwire	21
2.11 Most Favored Reseller	21
3. Term	21
4. Conditions Precedent	22
5. Representations and Warranties and Covenants	22
5.1 General Warranties	22
5.2 Compliance with Laws	22
5.3 Litigation	22
5.4 Clearwire Licenses	23
6. Scope of Wireless Broadband Service	23
6.1 Wireless Broadband Service	23
6.2 Scope of Wireless Broadband Service	23
6.3 Device Handling Services	24
6.4 Coverage Maps and Coverage Data	25
6.5 MVNO Operational Support	25
6.6 Provisioning	26
7. Prices and Terms of Payment	26
7.1 Prices	26
7.2 Dual-Mode Pricing	26
7.3 Payment of Charges	26
7.4 Invoices	26
7.5 Late Payments	26
7.6 Disputed Charges	27
7.7 Taxes and Other Levies by Taxing and Governmental Authorities	28
7.8 SIG Party Liability; Parent Company Guarantees; Clearwire Obligations	28
7.9 Access	29
7.10 Audit Right	29
8. SIG Party Rights and Obligations	30
8.1 Handsets and Other Mobile Devices	30

Confidential Information – Subject to Nondisclosure Obligations i

8.2 SIG Party Staff	32
8.3 SIG Party Responsibility for End User Services	32
8.4 The SIG Party’ Responsibility for Fraud	32
8.5 Interference	32
8.6 SIG Party Reports to Clearwire	32
8.7 Legal Request Compliance	32
8.8 Electronic Surveillance	33
8.9 Exclusivity, Etc.	33
9. Clearwire Rights and Obligations	33
9.1 Modifications; MVNO Operations Manual	33
9.2 Clearwire Network Fraud Detection and Responsibility	34
9.3 Clearwire’s Reports to the SIG Parties	34
9.4 Service Levels; Material Degradation	34
9.5 Certain Information	35
10. Limitations of Warranties and Liabilities	35
10.1 No Warranties	35
10.2 Limitations on Liability	36
11. Intellectual Property	36
11.1 Trade Name, Trade Marks and Service Marks	36
11.2 Other Intellectual Property	37
12. Indemnification	37
12.1 SIG Party Indemnification	37
12.2 Clearwire’s Indemnification	37
12.3 Indemnification Procedures	38
13. Termination and Transition Assistance	39
13.1 Clearwire Termination Rights	39
13.2 SIG Party Termination Rights	39
13.3 Clearwire Change of Control	40
13.4 Sale of License or Loss of Market	40
13.5 SIG Party Rights and Remedies Upon the Occurrence of Certain Events	41
13.6 Length of and Duties During the Phase-Out Period	41
13.7 Effect of Termination	42
13.8 Transition Assistance	42
14. End User Related Obligations and Restrictions	43
14.1 Wireless Broadband Service Coverage	43
14.2 SIG Party Restrictions Relating to End User Migration	43
14.3 Use Restrictions	44
14.4 Relief	44
15. Confidentiality	44
15.1 Definition	44
15.2 Restrictions	45
15.3 Return	47
15.4 Care	47
15.5 Relief	47
15.6 Duration	47
15.7 SEC Filing	47
15.8 Entire Understanding	47

ii

16. Divestitures Acquisitions and Assignment	47
16.1 Divested Businesses	47
16.2 Acquisitions	49
16.3 Assignment	49
17. General Provisions	50
17.1 Notices and Inquiries	50
17.2 Non-exclusivity	52
17.3 Construction	52
17.4 Survival	52
17.5 Headings	52
17.6 Severability	52
17.7 Dispute Resolution	53
17.8 Confidential Arbitration	53
17.9 Governing Law; Exclusive Venue	55
17.10 Specific Performance	55
17.11 Waiver of Jury Trial	55
17.12 Counterpart Execution	55
17.13 Entire Agreement	55
17.14 No Partnership; No Third-Party Beneficiaries	55
17.15 Amendments; Waivers; Remedies	56
17.16 Force Majeure	56
17.17 Disclosure	56

iii

4G MVNO Agreement

This 4G MVNO Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is dated as of November 28, 2008 (the “Effective Date”) by and among Clearwire Communications LLC, a Delaware limited liability company (“Clearwire”), 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).

BACKGROUND

     A. Clearwire holds and leases certain BRS and EBS licenses issued by the FCC and leases excess capacity on EBS licenses. Clearwire is developing and will own and operate the Clearwire Network and provide Wireless Broadband Services in the United States.

     B. Upon the terms and subject to the conditions hereinafter set forth, each SIG Party desires to purchase the Wireless Broadband Service from Clearwire and market and sell the Wireless Broadband Service to its End Users as MVNO Service. Clearwire desires to sell the Wireless Broadband Service to each SIG Party for resale to its End Users.

     NOW, THEREFORE, and in consideration of the mutual promises set forth in this Agreement, Clearwire and the SIG Parties agree:

OPERATIVE TERMS

     1. Definitions

     [*****]

     “3G MVNO Agreement” means the MVNO Support Agreement dated as May 7, 2008 among Sprint, Comcast, TWC, Brighthouse, and each other Person who shall become a party to such agreement in accordance with the terms thereof, as amended, modified or supplemented from time to time.

     “4G MVNO Agreement Option” has the meaning specified in Section 2.4(a).

     “AAA” has the meaning specified in Section 17.8(b).

     [*****]

     [*****]

     “Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this Agreement, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with” as used with respect to any Person) means the possession, directly or indirectly, of the power to affirmatively direct or cause the direction of the management and policies of such Person, whether by voting securities, contract or otherwise. If a group consisting of two or more SIG Parties and/or Affiliates of SIG Parties possesses collectively, directly or indirectly, the power to affirmatively direct or cause the direction of the management and policies of a Person, whether by voting securities, contract or otherwise, that Person is an Affiliate of each such SIG Party and of each Affiliate of each such SIG Party; provided that if any single member of any such group possesses such power by itself, that Person is an Affiliate only of that member of such group. For purposes of this Agreement, neither Clearwire nor any of its subsidiaries shall be deemed to be an Affiliate of any SIG Party or any of its Affiliates (other than Clearwire and its subsidiaries) and none of the SIG Parties or their respective Affiliates (other than Clearwire and its subsidiaries) shall be deemed to be an Affiliate of Clearwire and its subsidiaries.

     “Agency Agreement” means an agency agreement entered into by Clearwire or any of its Controlled Affiliates with a Founding Partner or any of its Controlled Affiliates allowing such Person to sell Wireless Broadband Service as an agent.

     “Aggregate Excess Standalone Amount” has the meaning specified in Section 2.3.2(c).

     “Agreement” has the meaning specified in the preamble.

     “Applicable Law” means any law, rule, statute, regulation, order, judgment, decree, treaty, directive or other requirement in force at any time during the Term (including any Phase-Out Period) applicable with respect to any Party which applies to or is otherwise intended to govern or regulate any Party in the performance of its obligations or the exercise of its rights under this Agreement.

     “Applicable Percentage” has the meaning specified in Section 14.2(a).

     “Applicable Standalone Percentage” has the meaning specified in Section 2.3.2(c).

     “Arbitration Costs” has the meaning specified in Section 17.8(c).

     “Attorneys’ Fees” has the meaning specified in Section 17.8(c).

     “Brighthouse” has the meaning specified in the preamble.

     “BRS” means Broadband Radio Service licenses in the 2.5 GHz band.

     “Business Day” means a day of the year, other than Saturday, Sunday or any other day on which commercial banks in the State of New York are required or authorized by Applicable Law to close.

     “CDMA” means code division multiple access technology.

     “Change of Control” means any of the following events:

       (i) the sale of more than the Specified Percentage of the consolidated assets of the Ultimate Parent of Clearwire and its subsidiaries;

       (ii) any merger, consolidation, share exchange, recapitalization, sale, issuance, disposition, transfer of capital stock or other transaction, in each case in which any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than any Founding Partner and their respective Controlled Affiliates) acquires beneficial ownership of more than the Specified Percentage of either

     (A) the then-outstanding shares of common stock or equivalent securities (determined on an as-converted basis) of the Ultimate Parent of Clearwire, or

     (B) the combined voting power of the then-outstanding voting securities of the Ultimate Parent of Clearwire entitled to vote generally in the election of directors; or

       (iii) during any period of 24 consecutive months, a majority of the members of the board of directors of the Ultimate Parent of Clearwire (the “Board”) ceases to be composed of individuals (A) who were members of that board on the first day of such period, (B) whose election or nomination to the Board was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of the Board or (C) whose election or nomination to the Board was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; provided, however, that a member of the Board who differs from the individual who was a member of the Board on the first day of the applicable period will be deemed to have been a member on the first day of the applicable period if such member was nominated or otherwise designated by the same Person as appointed the original member in accordance with Section 2.1 of the Equityholders’ Agreement dated as of the date hereof among the Ultimate Parent of Clearwire, certain Affiliates of the Founding Partners and certain other Persons.

     “Claim” has the meaning specified in Section 12.3(a).

     “Clearwire” has the meaning specified in the preamble.

     “Clearwire Application” has the meaning specified in Section 2.2.4(d).

5

     “Clearwire Client Manager” means the application software that facilitates the connection to the Clearwire Network and the associated landing website that a Customer using a Generic Embedded Device is first directed to upon opening the web browser on such Generic Embedded Device.

     “Clearwire Indemnitee” has the meaning specified in Section 12.1.

     “Clearwire Marks” has the meaning specified in Section 11.1.1.

     “Clearwire Network” means (i) the WiMAX network deployed, owned or operated by Clearwire or any of its Controlled Affiliates in the United States, and (ii) any other network deployed, owned or operated by Clearwire or any of its Controlled Affiliates in the United States, including any WiFi network or follow-on OFDMA network, but excluding the current wireless network utilizing Expedience technology owned and operated by Clearwire US LLC as of the date of this Agreement, except to the extent the Expedience technology has not been replaced by the WiMAX Network referred to in the preceding clause (i) in all markets in which the Expedience technology has been launched by December 31, 2011.

     “Clearwire Parent” means Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation.

     “Clearwire Reseller Platform” means the business and operational support systems that will provide each SIG Party at a minimum with the tools, interfaces and other capabilities specified in Section 6.5 to enable the SIG Parties to manage its End Users and wireless MVNO Services business.

     “Clearwire Retail Customers” means Clearwire’s Customers, excluding (x) any reseller or (y) any subscribers of any reseller.

     “Clearwire VoIP Service” means the voice over internet protocol service to be developed and offered by Clearwire.

     “Clearwire Wholesale Offerings” has the meaning specified in Section 2.2.1(a).

     “CMA” means a cellular market area as used to define A-Block license areas in FCC Auction 66 and which consists of either a metropolitan statistical area or a rural service area.

     “Comcast” has the meaning specified in the preamble.

     “Committed Performance Date” has the meaning specified in Section 9.4.2.

     “Competitive Wireless Service” has the meaning specified in Section 14.2(b)(i).

     “Complex Non-Standard Network Service” has the meaning specified in Section 2.2.3(b)(i).

     [*****]

     “Confidential Information” has the meaning specified in Section 15.

     “Content” means content negotiated and implemented for use in connection with its MVNO Service by any SIG Party or any of its Controlled Affiliates.

     “Controlled Affiliate” means, with respect to any Person, such Person’s Ultimate Parent and any Affiliate of such Parent that is controlled by such Ultimate Parent.

     “CPNI” means the information described in the FCC’s definition of “Customer Proprietary Network Information” as set forth in 47 USC Section 222(h)(1) (as amended, and interpreted from time to time).

     “Customer” means any Person purchasing from Clearwire (i) Wireless Broadband Service, including any prepaid service, including any end user customer of Clearwire’s retail operations, and (ii) any reseller purchasing such Wireless Broadband Service for resale to its end user customers, but excluding any Founding Partner purchasing Wireless Broadband Service under this Agreement or any other resale agreement.

     “Customer Data” means all information collected or developed by (i) Clearwire or any of its Controlled Affiliates regarding Customers or (ii) any SIG Party or any of its Controlled Affiliates regarding Customers (solely in their capacity as Customers), which has come into the possession or knowledge of any other Party in the course of negotiating, entering into or performing this Agreement, including under

6

each of clauses (i) and (ii) of this definition, location-based information, status/presence, service usage (voice or data or messaging), data usage, all phone or other identification numbers issued to Customers, all electronic serial numbers, all Customer personalization information and all automatic number identification information and all CPNI.

     “Damages” has the meaning specified in Section 12.1.

     “Demand” has the meaning specified in Section 17.8(a).

     “Device” means a Wireless Data Card, embedded chip, USB drive or dongle, handset, Wireless PDA, “smart phone”, personal media player, or other hardware that operates on the Clearwire Network (including any [*****] device capable of operating on the Sprint Network and the Clearwire Network).

     “Disclosing Party” has the meaning specified in Section 15.1(a).

     “Disposed License” has the meaning specified in Section 13.4(a).

     “Disputed Pricing Terms” has the meaning specified in Section 17.8(c).

     “Divested Network” has the meaning specified in Section 16.1(b).

     “Due Date” has the meaning specified in Section 7.4.

     “EBS” means Educational Broadband Service licenses in the 2.5 GHz band.

     “End User” means, with respect to any SIG Party, any retail customer purchasing MVNO Service from such SIG Party (or a Controlled Affiliate of such SIG Party pursuant to Section 2.7).

     [*****]

     “End User Data” means, with respect to any SIG Party, all information collected or developed by (i) such SIG Party or any of its Controlled Affiliates regarding its End Users or (ii) Clearwire or any other SIG Party or any of their respective Controlled Affiliates regarding the SIG Party’s End Users (solely in their capacity as End Users of such SIG Party), which has come into the possession or knowledge of any other Party in the course of negotiating, entering into or performing this Agreement, including under each of clauses (i) and (ii) of this definition, location-based information, status/presence, service usage (voice or data or messaging), data usage, aggregate information with respect to End Users of such each SIG Party (e.g., usage patterns of such End User), but excluding aggregate information with respect to all end users (including all End Users of all SIG Parties) of the Clearwire Network, all phone or other identification numbers issued to End Users, all electronic serial numbers, all End User personalization information and all automatic number identification information and all CPNI.

     “Effective Date” has the meaning specified in the preamble.

     [*****]

     “Exclusivity Period” has the meaning specified in Section 8.1.1(a).

     “Facilities” means all software, hardware, equipment, circuits and other tangible and intangible property owned, leased, licensed or for which Clearwire or any of its Controlled Affiliates has the right to use in providing the Wireless Broadband Service.

     “FCC” means the Federal Communication Commission or any successor agency.

     “FCC Rules” means the rules promulgated by the FCC, as amended from time to time.

     “Five-Year Renewal Periods” has the meaning specified in Section 3(b).

     “Force Majeure Event” has the meaning specified in Section 17.16.

     “Forum” has the meaning specified in Section 2.2.1(d).

     [*****]

     “Founding Partners” means each of Sprint, Comcast, TWC, Brighthouse, Google and Intel and (ii) each Controlled Affiliate of each Person listed in (i) above to the extent that it or such Controlled Affiliate is, as of the date of determination, a party to this Agreement or another Reseller Agreement.

7

     “Frustrated Party” has the meaning specified in Section 17.16.

     “Generic Embedded Devices” means devices (other than SIG Party-Defined Devices) that are embedded with the capability to operate on the Clearwire Network via a Clearwire connection management utility or a SIG Party connection management utility. A Generic Embedded Device is branded by or co-branded by Clearwire or a SIG Party with the device OEM and distributed through the device OEM or Clearwire channels for retail services subscription with Clearwire or a SIG Party.

     “Google” means Google Inc. or, to the extent any Controlled Affiliate of Google Inc. becomes a party to this Agreement in accordance with the terms hereof, such Controlled Affiliate, and, in either case, any successor thereto.

     “Governmental Authority” means any transnational, domestic or foreign federal, state or local, governmental authority, department, court, agency or official, or any entity exercising executive, legislative judicial, regulatory or administrative functions of or pertaining to government, including the FCC.

     “Guarantor” means (i) with respect to Brighthouse, Bright House Networks, LLC, (ii) with respect to Comcast, Comcast Cable Communications, LLC, (iii) with respect to TWC, Time Warner Cable Inc., and (iv) with respect to Google or Intel, to the extent required pursuant to Section 2.4(a), such Party’s Ultimate Parent, or any of their respective successors.

     “Guaranty” has the meaning specified in Section 7.8(b).

     “iDEN” means the mobile telecommunications technology developed by Motorola, Inc., and operated by Sprint in the United States within certain 800-900Mhz SMR frequencies.

     “iDEN Network” means the iDEN network owned and operated by Sprint, Sprint’s Controlled Affiliates and/or certain network affiliates of Sprint and its Controlled Affiliates.

     “Indemnified Party” has the meaning specified in Section 12.3(a).

     “Indemnifying Party” has the meaning specified in Section 12.3(a).

     “Independent Auditor” has the meaning specified in Section 7.10.

     “Initial Network Enablers” has the meaning specified in Section 2.2.2(a).

     “Initial Standard Network Services” has the meaning specified in Section 2.2.2(a).

     “Initial Term” has the meaning specified in Section 3(a).

     “Intel” means Intel Corporation or, to the extent any Controlled Affiliate of Intel Corporation becomes a party to this Agreement in accordance with the terms hereof, such Controlled Affiliate, and, in either case, any successor thereto.

     “Intel Commercial Agreement” has the meaning specified in Section 2.4(a).

     “Intel Election Provisions” has the meaning specified in Section 2.4(a).

     “Intellectual Property” means any and all (by whatever term known or designated) tangible and intangible, now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including all exploitation rights, copyrights, neighboring rights and moral rights (including the right to display, publicly perform, reproduce, transmit, distribute and create derivative works), (b) trademark and trade name rights and similar rights (including service marks, trade dress, Internet domain names and all related goodwill appurtenant thereto), (c) trade secret rights, (d) patents (including the rights to make, use, sell, have made, have sold, import and have imported and all shop rights related thereto), designs, algorithms, circuit layouts, mask works and other industrial property rights, (e) all other proprietary rights of every kind and nature throughout the universe, however designated (including logos, character rights, rights of publicity, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions or reissues of any of the foregoing now or hereafter in force throughout the universe.

     [*****]

8

     “Market” means a CMA covered by the Clearwire Network in which the Wireless Broadband Service is made available to the SIG Parties directly by Clearwire or by any of its Controlled Affiliates.

     “Migration Commencement Date” has the meaning specified in Section 14.2(c).

     [*****]

     [*****]

     “MSO Core Services” means, with respect to each MSO Party, such MSO Party’s or any of its Affiliates’ [*****].

     “MSO Divested Business” has the meaning specified in Section 16.1(a).

     “MSO Divestiture Date” has the meaning specified in Section 16.1(a).

     “MSO Party” means each of Comcast, TWC and Brighthouse.

     “MVNO Operations Manual” means the operations manual relating to the sale of the Wireless Broadband Service to be established by Clearwire and as such manual may be developed, amended, modified and supplemented from time to time in accordance with Section 9.1.

     “MVNO Service” means, with respect to any SIG Party, the Wireless Broadband Service provided by Clearwire or any of its Controlled Affiliates over the Clearwire Network, but sold by the SIG Party (or by a Controlled Affiliate of such SIG Party pursuant to Section 2.7) to end user customers as a reseller of the Wireless Broadband Service pursuant to this Agreement.

     “Network Enablers” mean the non-transmission elements of the Clearwire Network that provide information and functionality necessary to provide services and applications over the Clearwire Network. For purposes of clarification, Network Enablers include, but are not limited to, the underlying network elements and interfaces such as quality of service, identity information, device management, multicast media streaming and location services.

     “Network Performance Specifications” has the meaning specified in Section 9.4.2.

     “Non-Frustrated Party” has the meaning specified in Section 17.16.

     “Non-Standard Network Services” are the Wireless Broadband Services provided by Clearwire that are not Standard Network Services.

     “Non-Standard Network Service Request” has the meaning specified in Section 2.2.3(a).

     “OEM” means an original equipment manufacturer.

     “Offering Party” has the meaning specified in Section 6.3(c).

     “Opt-In Agreement” has the meaning specified in Section 2.4(a).

     [*****]

     “Participation Right” has the meaning specified in Section 6.3(c).

     “Party” means Clearwire or any SIG Party.

     “Permitted Bundle” means:

     (a) with respect to each MSO Party, (i) MVNO Service offered as part of a bundle of products and services that includes [*****];

     (b) with respect to Sprint, (i) MVNO Service offered as part of a bundle of products and services that includes [*****] or (ii) [*****];

     (c) with respect to Google, MVNO Service offered [*****]; and

     (d) with respect to Intel, MVNO Service offered [*****].

     “Permitted Strategic Transaction” means (a) with respect to any MSO Party, a sale, merger, consolidation, spin-off, public offering of stock or similar strategic transaction or series of related

9

transactions resulting in a sale, transfer or change of control of any of (i) such MSO Party’s Ultimate Parent or any Person that controls such Ultimate Parent or (ii) all or substantially all of its and its Controlled Affiliates’ cable division or business (or successor or operational or functional equivalent), (b) with respect to Google, a sale, merger, consolidation, spin-off, public offering of stock or similar strategic transaction or series of related transactions resulting in a sale, transfer or change of control of any of (i) Google’s Ultimate Parent or any Person that controls such Ultimate Parent or (ii) all or substantially all of its and its Controlled Affiliates’ internet search division or business (or successor or operational or functional equivalent), (c) with respect to Intel, a sale, merger, consolidation, spin-off, public offering of stock or similar strategic transaction or series of related transactions resulting in a sale, transfer or change of control of any of (i) Intel’s Ultimate Parent or any Person that controls such Ultimate Parent or (ii) all or substantially all of its and its Controlled Affiliates’ mobility group (or successor or operational or functional equivalent), (d) with respect to Clearwire, a sale, merger, consolidation, spin-off, public offering of stock or similar strategic transaction or series of related transactions resulting in a sale, transfer or change of control of any of (i) Clearwire’s Ultimate Parent or any Person that controls such Ultimate Parent or (ii) all or substantially all of its and its Controlled Affiliates’ wireless broadband division or business (or successor or operational or functional equivalent), and (e) with respect to Sprint, a sale, merger, consolidation, spin-off, public offering of stock or similar strategic transaction or series of related transactions resulting in a sale, transfer or change of control of any of (i) Sprint’s Ultimate Parent or any Person that controls such Ultimate Parent or (ii) all or substantially all of its and its Controlled Affiliates’ CDMA division or business (or successor or operational or functional equivalent).

     “Person” means any individual, partnership, limited liability partnership, limited liability company, corporation, trust, other business association or business entity, estate or other entity.

     “Phase-Out Period” has the meaning set forth in Section 13.6.

     “POPs” means an estimate of the population of a specified geographic area as derived from the published data from a nationally recognized source of such information (as reasonably selected by Clearwire and agreed to by the other Parties).

     “Pricing Dispute” has the meaning specified in Section 17.8(c).

     “Pricing Related Obligations” has the meaning specified in Section 7.10.

     “Quarterly Roadmap” has the meaning specified in Section 2.2.1(a).

     “Radio Compliance” means radio frequency (RF) compliance with (i) relevant FCC requirements, including as applicable FCC Part 27, FCC Part 15, and FCC specific absorption requirements, and (ii) relevant WiMAX specifications.

     “Receiving Party” has the meaning specified in Section 15.1(a).

     “Representatives” has the meaning specified in Section 15.1(b)(i).

     “Reseller Agreement” means an agreement for the purchase of any Wireless Broadband Service on a wholesale basis and resale of such Wireless Broadband Service, whether as a mobile virtual network operator or otherwise.

     “Residuals” has the meaning specified in Section 15.2(d).

     “Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor to any of the following or any of their Controlled Affiliates): [*****].

     “Rules” has the meaning specified in Section 17.8(b).

     “Sale of License” has the meaning specified in Section 13.4(a).

     “Sale Proposal” has the meaning specified in Section 13.4(b).

     “Service” has the meaning specified in Section 2.11.1(a).

     “Service Assumption Agreement” has the meaning specified in Section 13.4.

10

     “Significant Manufacturer” means each of [*****] and any other Person whose Devices account for more than [*****] of the total number of Devices sold in any 12-month period.

     “SIG Party” means each of Comcast, TWC, Brighthouse and Sprint, and, to the extent Google or Intel exercises its 4G MVNO Option, Google and/or Intel, as applicable, until such time, in each case, this Agreement is terminated with respect to such Party and the applicable Phase-Out Period has expired in accordance with the terms of this Agreement.

     “SIG Party Client Manager” means any connection manager downloaded from the SIG Party by, or otherwise provided by a SIG Party to, an End User for a Generic Embedded Device.

     “SIG Party Data Content and Applications” has the meaning specified in Section 6.2.2.

     “SIG Party-Defined Devices” means, with respect to any SIG Party, any Device developed by or on behalf of such SIG Party (for example, aircards and modems, handsets, wireless PDAs and personal media players) that is capable of operating on the Clearwire Network, is purchased by a SIG Party from OEMs and is sold through such SIG Party’s distribution channels.

     “SIG Party Indemnitee” has the meaning specified in Section 12.2.

     “SIG Party Marks” has the meaning specified in Section 11.1.2.

     “Simple Non-Standard Network Service” has the meaning specified in Section 2.2.3(b)(ii).

     “Specified Percentage” has the meaning set forth in the Equityholders’ Agreement (as such term is defined in the Transaction Agreement).

     “Sprint” has the meaning specified in the recitals.

     “Sprint Core Services” means a Sprint Wireless Service or a Sprint Wireline Service.

     “Sprint Divested Business” has the meaning specified in Section 16.1(b).

     “Sprint Divestiture Date” has the meaning specified in Section 16.1(b).

     “Sprint Network” means the CDMA network owned and operated by Sprint, Sprint’s Controlled Affiliates and/or certain network affiliates of Sprint and its Controlled Affiliates.

     “Sprint Wireless Service” means a [*****].

     “Sprint Wireline Service” means, with respect to any Market, any [*****].

     “Standalone Bundling Threshold” has the meaning specified in Section 2.3.2(a).

     “Standalone End User” has the meaning specified in Section 2.3.2(b).

     “Standard Network Services” are the Wireless Broadband Services provided by Clearwire to Clearwire Retail Customers that provide voice and data transmission functionality and access (but, for the avoidance of doubt, excluding any wireless services provided over the Sprint Network).

     “Taxes” means all taxes including federal, state, local or foreign sales, use, excise, gross receipts, withholding or other taxes, levies, duties, tariffs or other assessments or government charges of any nature whatsoever imposed by any Taxing Authority on or with respect to the Wireless Broadband Service, excepting (i) taxes on the net income of Clearwire or (ii) taxes levied on real or personal property. Taxes shall also include penalties, additions to tax, fines or interest.

     “Taxing Authority” means the Internal Revenue Service and any other Federal, state, local or foreign governmental authority, agency or instrumentality responsible for the administration of any Taxes.

     “Term” has the meaning specified in Section 3(b).

     “Third-Party Expert” has the meaning specified in Section 17.8(b).

     “Transfer Intent Notice” has the meaning specified in Section 14.2(c).

     “Transfer Restrictions Termination Fee” has the meaning specified in Section 14.2(c).

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     “Transaction Agreement” means the Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Advance/Newhouse Partnership, Google Inc. and Intel Corporation, as amended, modified or supplemented from time to time.

     “Transition Assistance” has the meaning specified in Section 13.7.

     “TWC” has the meaning specified in the preamble.

     “Ultimate Parent” means, with respect to any Person at any time, the Person (other than any natural person or any trust or other investment vehicle established primarily for the benefit of any natural person) that directly or indirectly controls such Person and all other Persons with a direct or indirect controlling interest in such Person, which, on the Effective Date, (i) in the case of Brighthouse is Advance/Newhouse Partnership, (ii) in the case of Comcast is Comcast Corporation, (iii) in the case of TWC is Time Warner Cable Inc., (iv) in the case of Sprint is Sprint Nextel Corporation, (v) in the case of Clearwire is Clearwire Parent, (vi) in the case of Google is Google Inc. and (vii) in the case of Intel is Intel Corporation (it being understood that if a publicly traded corporation or other entity directly or indirectly controls any Person, such publicly traded corporation or other entity shall be deemed to be the Ultimate Parent of such Person regardless of whether any other Person may have a direct or indirect controlling interest in such publicly traded corporation or other entity).

     “USF” has the meaning specified in Section 7.7.1.2.

     [*****]

     “VM” has the meaning specified in Section 2.3.5(b).

     “VM Obligation” has the meaning specified in Section 2.3.5(b).

     [*****]

     “WiMAX” means the IEEE 802.16e-2005 Wave 2 conforming technology standard, including future evolution thereof (as defined by the WiMAX Forum).

     “WiMAX Forum” means the industry-led, non-profit corporation formed to promote and certify compatibility and interoperability of broadband wireless products utilizing industry standard, IEEE 802.16.

     “Wireless Broadband Service” means any service technically capable of being provided over the Clearwire Network and to be provided by Clearwire or any of its Controlled Affiliates under this Agreement, including any service utilizing a Network Enabler, but excluding any service that is not within or reasonably related to Clearwire’s commercial offerings and not provided to any Other Reseller; provided that Wireless Broadband Service shall not include any applications or content offered by Clearwire, its Controlled Affiliates or third parties over the Clearwire Network or any service that Clearwire may not provide over the Clearwire Network under Applicable Law.

     “Wireless Data Card” means a wireless PC card that has been certified to operate on the Clearwire Network.

     “Wireless PDA” means a handheld device that combines computing, Internet, and networking features, serves as a personal organizer, and supports Wireless Broadband Service.

     2. SIG Party Relationship

          2.1 General

Under and as more fully described in this Agreement, Clearwire will provide and sell the Wireless Broadband Service to each SIG Party. Clearwire hereby authorizes each SIG Party and its Controlled Affiliates to market the Wireless Broadband Service as its MVNO Service as more fully described in this Agreement.

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          2.2 Services Provided

               2.2.1 Roadmap

     (a) Within 30 days after the end of each calendar quarter during the Term (excluding any Phase-Out Period), Clearwire will provide each SIG Party with a rolling 36-month roadmap (each, a “Quarterly Roadmap”) of Clearwire’s plans for (x) development and roll-out of new Standard Network Services, Non-Standard Network Services (including Non-Standard Network Services requested by any Founding Partner or any Other Reseller) in accordance with Section 2.2.3), Generic Embedded Devices, application programming interfaces and other new wholesale interfaces and systems (each, a “Clearwire Wholesale Offering” and, collectively, the “Clearwire Wholesale Offerings”), (y) modifications, enhancements and updates to existing Clearwire Wholesale Offerings approved for development by Clearwire and (z) the timing and location of new Market launches or changes to existing Markets.

     (b) The Quarterly Roadmap will include, among other things, the relative timing, status and progression of development of each Clearwire Wholesale Offering and the remaining steps (including a detailed description of any development or decision gates and timing thereof, which shall include at a minimum the information set forth on Schedule 2.2.1(b) attached hereto) required to complete such development, such that each SIG Party (i) can anticipate upcoming changes and additions to the Clearwire Wholesale Offerings; (ii) can recommend desired features and functionality for inclusion in the Clearwire Wholesale Offerings; and (iii) can make timely requests for Non-Standard Network Services in accordance with the terms of this Agreement; provided, however, that Clearwire may in good faith limit any information relating to any Clearwire Wholesale Offerings otherwise required to be set forth on a Quarterly Roadmap solely to the extent necessary to comply with its confidentiality obligations to any third party (it being understood that Clearwire shall use its reasonable best efforts to maximize the information that may be disclosed to the SIG Parties by including each SIG Party as a permitted recipient in new confidentiality agreements and entering into amendments to existing confidentiality agreements with third parties to include each SIG Party as a permitted recipient).

     (c) Clearwire shall thereafter, and subject to the proviso set forth in Section 2.2.1(b), make available to each SIG Party such additional information reasonably requested by such SIG Party with regard to any Clearwire Wholesale Offering, including, to the extent known, the technical specifications thereof, on a non-discriminatory basis with providing such information to any other Founding Partner or any of its Controlled Affiliates (and on a no less favorable basis (as to the SIG Parties) than any Other Reseller).

     (d) The Parties and the other Founding Partners shall establish a discussion vehicle to review and discuss the Quarterly Roadmap (such vehicle, the “Forum”). During the Term (including any Phase-Out Period), the Forum shall consist of one representative of each of the Founding Partners and at least one representative of Clearwire. The members of the Forum shall discuss the matters set forth in the Quarterly Roadmap at each meeting. In addition to the matters set forth in the Quarterly Roadmap, the members of the Forum shall discuss (i) new Clearwire Wholesale Offerings, (ii) modifications, enhancements and updates to existing Clearwire Wholesale Offerings, (iii) new Clearwire Wholesale Offerings requested by any SIG Party in accordance with this Agreement, and (iv) the timing and location of new Market launches or changes to existing Markets, in each case that are not set forth in the Quarterly Roadmap. The members of the Forum may also discuss any other matters requested to be discussed by any of the Founding Partners. The Forum will meet at least once per quarter in a location and at a time to be agreed upon by the members of the Forum.

               2.2.2 Development and Offering of Standard Network Services

     (a) The Wireless Broadband Services to be provided under this Agreement will include Standard Network Services. Schedule 2.2.2 attached hereto sets forth (i) the initial Standard Network Services to be provided hereunder (the “Initial Standard Network Services”) along with the target commercial launch dates associated with such Initial Standard Network Services and (ii) the underlying Network Enablers required to provide the Initial Standard Network

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Services along with the target dates associated with the development of such Initial Standard Network Services (the “Initial Network Enablers”). Clearwire will use its commercially reasonable efforts to develop each Initial Network Enabler and to make available each Initial Standard Network Service for sale by the SIG Parties, in each case, by the applicable target date for such Initial Standard Network Service or Initial Network Enabler, as the case may be, set forth on Schedule 2.2.2.

     (b) Any Standard Network Services will be provided by Clearwire to the SIG Parties as follows:

(i)	During the Term (including any Phase-Out Period), Clearwire will continue to develop and launch new Standard Network Services. If Clearwire elects to offer for sale at retail a Non-Standard Network Service previously requested by any SIG Party(ies), then such service will thereafter be deemed a Standard Network Service, subject to the reimbursement of development costs in accordance with Schedule 7.1. Each Standard Network Service will be made commercially available to each SIG Party on or before the time such Standard Network Service is first made commercially available to any Customer (and at the same time such Standard Network Service is first made commercially available to any other Founding Partner or any of its Controlled Affiliates) on terms and pricing established in accordance with the provisions of this Agreement.
(ii)	The Parties will use the Forum to enable each SIG Party to provide input on the development of Standard Network Services and Clearwire agrees to in good faith take into consideration such input in its development process.
(iii)	Each SIG Party will be given non-discriminatory access to each Standard Network Service and each Network Enabler underlying each Standard Network Service on an equal priority and quality basis with Clearwire, and Clearwire will make available personnel, support, information (both technical and systems) and testing relating to each such Standard Network Service and Network Enabler on an equal priority and quality basis with Clearwire, such that neither Clearwire nor any Founding Partner will have any informational or process advantage over any other Person in commercially launching such new Standard Network Service and/or utilizing such Network Enabler; provided, however, that nothing in this clause (iii) will preclude the commercial launch or provision of a Standard Network Service or utilization of a Network Enabler underlying a Standard Network Service by any Party in advance of any other Party as long as such Standard Network Service or Network Enabler is made available to each Party and each other Founding Partner at the same time in accordance with the terms and provisions of this Agreement.

                    2.2.3 Requested Non-Standard Network Services

     (a) One or more SIG Parties may from time to time request in writing that Clearwire provide it with a Non-Standard Network Service (each, a “Non-Standard Network Service Request”). In the event that any SIG Party elects to make a Non-Standard Network Service Request under this Section 2.2.3, such SIG Party(ies) will provide Clearwire with written notification of such Non-Standard Network Service Request, which shall set forth (i) the technical prerequisites and requested design and functionality of such Non-Standard Network Service Request in reasonable detail and (ii) whether the Non-Standard Network Service requested is a Complex Non-Standard Network Service or a Simple Non-Standard Network Service (in each case, as defined below).

     (b) Subject to Section 2.2.3(e) below, as soon as reasonably practicable, but no later than [*****], in the case of a Simple Non-Standard Network Service, or [*****], in the case of a Complex Non-Standard Network Service, following receipt of the Non-Standard Network Service Request, Clearwire shall deliver to the SIG Party(ies) making such request a written response setting forth (i) Clearwire’s good faith determination of whether the requested Service is a Simple

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Non-Standard Network Service or a Complex Non-Standard Network Service; (ii) direct costs and expenses, if any, associated with any new Network Enabler(s) and/or any modifications, enhancements or updates to existing Network Enabler(s) required to make such new Non-Standard Network Service available, (iii) the recurring charge (if any) and other terms on which Clearwire proposes to make such new Non-Standard Network Service available to the requesting SIG Party(ies), which shall be determined in accordance with Section 7 of this Agreement, (iv) the expected timeline for the development and launch of the such new Non-Standard Network Service, and (v) the technical specifications and architecture thereof. For purposes of this Agreement:

(i)	“Complex Non-Standard Network Service” means a Non-Standard Network Service that is not a Simple Non-Standard Network Service.
(ii)	“Simple Non-Standard Network Service” means a Non-Standard Network Service of a type set forth in Schedule 2.2.3(b) as it may be amended from time to time in accordance with the terms of this Agreement.

     (c) During the [*****] period, in the case of a Simple Non-Standard Network Service, or [*****] period, in the case of a Complex Non-Standard Network Service, after the delivery by Clearwire of such written response, Clearwire shall provide such additional information related to such response reasonably requested by the requesting SIG Party(ies) and shall consider in good faith any changes to such written response reasonably requested by the requesting SIG Party(ies). At any time prior to the end of such [*****] period or [*****] period, as the case may be, the requesting SIG Party(ies) shall have the right to (i) elect to proceed with the Non-Standard Network Service Request on the terms described in Clearwire’s written response (as such response may be modified as described above) upon delivery of written notice thereof to Clearwire, (ii) refer such matter to dispute resolution pursuant to Section 17.7 or (iii) elect not to proceed with such Non-Standard Network Service Request (it being understood that the failure by the requesting SIG Party(ies) to either elect to proceed with the Non-Standard Network Service Request or refer such matter to dispute resolution during such [*****] period or [*****] period, as the case may be, shall be deemed to constitute an election not to proceed with such Non-Standard Network Service Request). Upon the election or deemed election by the requesting SIG Party(ies) not to proceed with the Non-Standard Network Service Request, Clearwire shall have no further obligation to deliver such the Non-Standard Network Service requested pursuant to this Section 2.2.3.

     (d) If Clearwire receives a timely election to proceed from the requesting SIG Party(ies) for a Non-Standard Network Service Request (or Clearwire and the requesting SIG Party(ies) otherwise agree to proceed with such Non-Standard Network Service Request through the dispute resolution process or otherwise), Clearwire shall use commercially reasonable efforts to make such Non-Standard Network Service commercially available as soon as reasonably practicable, but (so long as technically reasonable and except to the extent such delay is caused by any third party or the SIG Party(ies)) in no event later than:

(i)

For any Simple Non-Standard Network Service request, the date which is [*****] after the receipt of the election to proceed (or, if applicable, such time that Clearwire and the requesting SIG Party(ies) otherwise agree to proceed with such Non-Standard Network Service Request through the dispute resolution process or otherwise), it being understood that (A) with respect to the Simple Non-Standard Network Service category, the Parties understand that there are gradations of development times associated with developing services falling within such category, with certain services [*****] requiring less time than others and (B) the requesting SIG Parties may, with respect to pending Simple Non-Standard Network Services requests made by the SIG Parties, direct Clearwire as to the appropriate prioritization of such requests so as to expedite the availability of those requests determined to be of the highest priority by the SIG Parties among all such pending Simple Non-Standard Network Services requests made by the SIG Parties; or

(ii)

For any Complex Non-Standard Network Service request, the date which is 18 months after the receipt of the election to proceed (or, if applicable, such time that

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Clearwire and the requesting SIG Party(ies) otherwise agree to proceed with such Non-Standard Network Service Request through the dispute resolution process or otherwise).

     (e) Notwithstanding anything in this Section 2.2.3 to the contrary, Clearwire shall not be required to [*****].

     (f) If one or more SIG Party(ies) request a Complex Non-Standard Network Service (other than any Complex Non-Standard Network Service described in clauses (i) or (ii) of Section 2.2.3(e)), [*****].

     (g) Notwithstanding anything to the contrary in this Section 2.2.3 and subject to Section 2.11:

(i)	If any Founding Partner(s) delivers a Non-Standard Network Service Request or any other request for a Non-Standard Network Service, Clearwire shall promptly thereafter deliver a copy of such request to each SIG Party or each other SIG Party, as applicable, and Clearwire will thereafter deliver a copy of its written response (or any change thereto) to each SIG Party or each other SIG Party, as applicable, contemporaneously with the delivery thereof to the requesting Founding Partner;
(ii)	Each SIG Party shall have the right at any time, by delivering written notice to Clearwire, to require that Clearwire [*****];
(iii)	With respect to each new Non-Standard Network Service made available to any [*****]; and
(iv)	Each SIG Party will be given non-discriminatory access to each Non-Standard Network Service and each Network Enabler underlying any Non-Standard Network Service on an equal priority and quality basis with each other Founding Partner (and on a no less favorable basis (as to the SIG Parties) than any Other Reseller), and Clearwire will make available personnel, support, information (both technical and systems) and testing relating to each such Non-Standard Network Service and Network Enabler on an equal priority and quality basis with each other Founding Partner (and on a no less favorable basis (as to the SIG Parties) than any Other Reseller).

               2.2.4 Future Network Services; Certain Applications

     (a) Clearwire will use commercially reasonable efforts to provide support for [*****] by [*****], or if such target date is not met, as soon as reasonably practicable thereafter. Each Party hereto will work to [*****] in accordance with Schedule 2.2.4(a) attached hereto.

     (b) Clearwire will use its commercially reasonable efforts to develop appropriate Network Enablers [*****] by [*****], or if such target date is not met, as soon as reasonably practicable thereafter. Each SIG Party will be one of Clearwire’s lead partners in testing [*****], and Clearwire will use its commercially reasonable efforts to make available to participating SIG Parties (in a manner no less favorable than any other lead testing partners) adequate personnel, support, information, technical and operational specifications and other resources reasonably determined by Clearwire necessary for such SIG Party to test the capabilities of the [*****].

     (c) Clearwire will use its commercially reasonable efforts to support and cooperate with each SIG Party to integrate the Clearwire Network and MVNO Services, to the extent technically feasible, with such SIG Party’s [*****], as set forth in Schedule 2.2.4(c) attached hereto.

     (d) With respect to any application developed by Clearwire that is to be provided to any [*****] shall be as mutually agreed between Clearwire and the SIG Party, subject to Section 2.11.

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               2.2.5 Roaming

To the extent technically feasible, Clearwire shall at all times during the Term (including any Phase-Out Period) applicable to any SIG Party, make available to End Users of each SIG Party in connection with Clearwire’s Standard Network Service and Non-Standard Network Service offerings all roaming services that Clearwire or any of its Controlled Affiliates has the right to make available to Customers and/or end user customers of any Founding Partner or any of its Controlled Affiliates or any Other Reseller.

               2.2.6 Certain Limitations

In no event will Clearwire or any of its Controlled Affiliates be liable under the terms of this Agreement or otherwise for any delay or failure in delivering any Services or establishing a SIG Party’s ability to use Services under this Section 2.2 to the extent such delay or failure is directly attributable to a third party’s or a SIG Party’s action, inaction or omission.

          2.3 Limited Purpose; No Disparagement

               2.3.1 Sales and Marketing Restrictions

The Parties acknowledge and agree that each SIG Party is a limited purpose reseller of the Wireless Broadband Service and that each SIG Party will in good faith structure [*****] a Permitted Bundle.

               2.3.2 Limitation on Non-Bundled Sales

     (a) Each SIG Party agrees that at no time during the Term (excluding any Phase-Out Period) applicable with respect to such SIG Party will more than [*****]% (the “Standalone Bundling Threshold”) of such SIG Party’s total End Users be Standalone End Users.

     (b) For purposes of this Agreement, a “Standalone End User” is an End User of a SIG Party not purchasing MVNO Service (other than sales made pursuant to an Agency Agreement) on an account as part of a Permitted Bundle; provided that if an End User of a SIG Party purchases MVNO Service on an account as part of a Permitted Bundle, and such End User later cancels all MSO Core Services or Sprint Wireless Services on such account, such End User shall not be considered to be a Standalone End User.

     (c) Each SIG Party agrees that if the percentage of a SIG Party’s Standalone End Users exceeds the Standalone Bundling Threshold for [*****].

     (d) Clearwire agrees, on behalf of itself and its Controlled Affiliates, that the sole and exclusive remedy for [*****].

               2.3.3 Certain Understandings

Solely for purposes of this Section 2.3, to the extent that multiple lines of MVNO Service are purchased on one account from a SIG Party, where the holder of that account is solely liable for all such lines under that account, (i) the Person named as the account holder on such account shall be deemed to be the End User of each line of MVNO Service purchased on such account and (ii) for purposes of Section 2.3.2(a), such Person shall be considered to be a separate End User for each line of MVNO Service purchased on such account. For example, if a business purchases on one account from a SIG Party 150 lines of the MVNO Service for its employees as part of a Permitted Bundle, such business (and not any of the employees using MVNO Service) would be the End User of all 150 lines of MVNO Service purchased from such SIG Party and because such business is purchasing MVNO Service as part of a Permitted Bundle, such business would be counted as 150 separate End Users of such SIG Party, none of which would be a Standalone End User. Similarly, if a family member purchases on the same account from a SIG Party five lines of MVNO Service for individual family members as part of a Permitted Bundle, such family member (and not any other family member) would be the End User of all five lines of MVNO Service purchased from such SIG Party, and because such family member is purchasing such MVNO Service as part of a Permitted Bundle, such family member would be counted as five separate End Users of such SIG Party, none of which would be a Standalone End User. Conversely, in either case, if the business or family member does not purchase the MVNO Service as part of a

17

Permitted Bundle, such business or family member would be included as 150 or five, respectively, separate Standalone End Users for purposes of the calculation in Section 2.3.2(a).

               2.3.4 Limitation on [*****]

Each SIG Party agrees that during the Term (excluding any Phase-Out Period) applicable with respect to such SIG Party, such SIG Party will not [*****].

               2.3.5 Limitation on Reselling

     (a) Except as set forth in Section 2.7, no SIG Party will, directly or indirectly, (i) enter into any arrangement with any Person granting such Person any rights to purchase MVNO Service from such SIG Party for resale, or (ii) sell any Wireless Broadband Services to any other Person for resale or permit any other Person to resell any Wireless Broadband Services; provided, that a SIG Party may wholesale Wireless Broadband Services to (x) [*****] and (y) [*****], in each case, for the purposes of such Person reselling the Wireless Broadband Services to [*****] as part of a Permitted Bundle.

     (b) Notwithstanding the foregoing resale restrictions set forth in Section 2.3.5(a), Sprint shall have the limited right to resell the Wireless Broadband Service to Virgin Mobile USA, LLC (“VM”), and solely to the extent necessary, for Sprint to satisfy its obligations (the “VM Obligation”), as such VM Obligation is in effect on May 7, 2008, set forth in that certain First Amendment to Amended and Restated PCS Services Agreement by and between Sprint and VM, dated as of October 16, 2007 (a full and complete copy of which is attached hereto as Schedule 2.3.5(b)); provided that (x) Sprint shall be responsible for any breach of this Agreement by VM and (y) any act or omission by VM that would be a breach of this Agreement if performed by Sprint shall be deemed to be a breach by Sprint of this Agreement. Sprint agrees (i) that if it amends, modifies or supplements the VM Obligation in a manner that would specifically expand the VM Obligation without Clearwire’s prior written consent (which may be withheld in Clearwire’s sole discretion), the exception to the resale restriction set forth above will be null, void and of no effect, and (ii) the terms under which Sprint provides VM the Wireless Broadband Services will be structured in a manner that is consistent with Section Error! Reference source not found., with VM deemed to be an “Other Reseller” for purposes of the application of such Section.

               2.3.6 Reporting; Audit

Clearwire, at its expense, shall have the right during the Term to, upon at least 15 Business Days prior written notice, inspect and audit at the offices of each SIG Party during normal business hours all relevant books and records to determine compliance with Section 2.2.3(a) and the amount of any payments required to be made pursuant to Section 2.3.2(c) (it being understood that such inspection and audit shall be conducted by an independent third party designated by Clearwire and if such third party is not a “Big 4” accounting firm, then such SIG Party shall have the right to approve Clearwire’s designation of such third party (which approval shall not be unreasonably withheld, conditioned or delayed)). In no case will the audit rights in this Section 2.3.2 be exercised prior to the first anniversary of the Effective Date or more frequently than once per calendar quarter. Any information provided to Clearwire under this Section 2.3.2 and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15. In the event that such audit reveals that (i) [*****] such SIG Party agrees to pay the reasonable expenses of the independent third party auditor. If any such examination reveals a discrepancy such that the amount paid by any SIG Party is lower than the amount which should have been paid by such SIG Party pursuant to Section 2.3.2(c), such SIG Party shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of 1% per month from the date on which such amount should have been paid through the date on which payment is made to Clearwire; provided, however, that in no event shall a SIG Party be required to make any such payment to the extent that such discrepancy relates to any amount that should have been paid more than 36 months earlier.

               2.3.7 No Disparagement

During the Term (including any Phase-Out Period) applicable to any SIG Party, each of Clearwire, on the one hand, and such SIG Party, on the other hand, agrees that it will not, and will cause its Controlled

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Affiliates not to, disseminate any advertising, marketing or other communications that compares the relative prices of the Wireless Broadband Service offered by Clearwire or any of its Controlled Affiliates and the MVNO Service offered by such SIG Party or its Controlled Affiliates by specifically identifying the other Party by name or by referencing the other Party’s Wireless Broadband Service or MVNO Service, as the case may be, offerings by brand or trade name.

          2.4 SIG Party Participation

     (a) Each Party hereby acknowledges and agrees that each of Google Inc. and Intel Corporation have been granted the option (the “4G MVNO Agreement Option”) pursuant to, in the case of Google Inc., a written agreement in substantially the form set forth in Schedule 2.4(a)(1) or, in the case of Intel Corporation, a written agreement in substantially the form set forth in Schedule 2.4(a)(2) (each, an “Opt-In Agreement”) pursuant to which each of Google Inc. and Intel Corporation or any of their respective Controlled Affiliates shall have the right to become a “Party” to this Agreement, as it may have been amended or modified after the Effective Date, as a “SIG Party” hereunder upon (i) the execution by Google Inc., Intel Corporation or any of their respective Controlled Affiliates, as applicable, of a joinder agreement in substantially the form attached as Schedule 2.4(a)(3) hereto under which Google Inc. or Intel Corporation or any such Controlled Affiliate, as applicable, will agree to be bound by, and subject to, all of the covenants, terms and conditions of this Agreement applicable to a “SIG Party” hereunder generally, and to “Google”, in the case of Google Inc. or its Controlled Affiliate, and to “Intel”, in the case of Intel Corporation or its Controlled Affiliate, specifically and (ii), to the extent a Controlled Affiliate of Google Inc. or Intel Corporation, as applicable, will become a party to this Agreement and Clearwire determines reasonably necessary, the Ultimate Parent of such Controlled Affiliate executes a Guaranty Agreement in substantially the form attached hereto as Attachment 1 or a letter agreement in substantially the form attached hereto as Attachment 2. Upon the admission of Google Inc. or Intel Corporation or any such Controlled Affiliate, as applicable, as a Party hereunder in accordance with the immediately preceding sentence, such Person, as applicable, shall be entitled to all rights available to, and subject to all of the obligations imposed on, a SIG Party hereunder generally and on “Google”, in the case of Google Inc. or its Controlled Affiliate, and on “Intel”, in the case of Intel Corporation or its Controlled Affiliate, specifically, and the terms of this Agreement shall otherwise remain unchanged. Clearwire hereby agrees that neither it nor any of its Controlled Affiliates will amend or otherwise modify the terms of the Opt-In Agreement applicable to Google Inc. or Intel Corporation or, prior to the exercise by Google Inc. or Intel Corporation or any such Controlled Affiliate, as applicable, of its 4G MVNO Agreement Option, enter into a Reseller Agreement with Google Inc., Intel Corporation or any of their respective Controlled Affiliates other than in connection with the exercise of the 4G MVNO Agreement Option. In addition, Clearwire hereby agrees that neither it nor any of its Controlled Affiliates will amend or otherwise modify the provisions of the Market Development Agreement dated as of the date hereof (as such agreement may be amended, modified or supplemented from time to time in accordance with this sentence, the “Intel Commercial Agreement”) between Clearwire and Intel Corporation that specify the terms and conditions of the 4G MVNO Election or Combined MVNO Election (in each case, as defined in the Intel Commercial Agreement) (the “Intel Election Provisions”), without the prior written consent of each SIG Party; provided, that, for the avoidance of doubt, the consent of the SIG Parties shall not be required for (i) any amendment or modification of any of the other terms and conditions of the Intel Commercial Agreement other than the Intel Election Provisions, (ii) any agreement by Clearwire and Intel to continue the Intel Commercial Agreement in effect, in whole or in part, modified or unmodified, following either such election by Intel, or (iii) subject to Section 2.4(b) of this Agreement, any other agreement or understanding with Intel or any of its Controlled Affiliates that does not have the effect of amending or modifying the Intel Election Provisions.

     (b) Each Party acknowledges and agrees that if Clearwire or any of its Controlled Affiliates (w) enters into any other agreement or understanding with any Founding Partner that amends, modifies or supplements the terms of this Agreement, (x) enters into any other Reseller Agreement with respect to any other Founding Partner or any of its Controlled Affiliates, (y) enters into any Agency Agreement with respect to any other Founding Partner or (z) otherwise amends, modifies or supplements such Founding Partner’s rights or obligations hereunder or thereunder

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(including changing any pricing, the services to be provided (including the provision of additional services) or the manner in which services are to be provided, but expressly excluding the Opt-In Agreements), such Founding Partner (or, if such Founding Partner is not a Party, Clearwire) shall promptly thereafter deliver a notice to each SIG Party (with a copy thereof to Clearwire) then party to this Agreement of the entry into of such agreement or understanding attaching an execution copy thereof, and each SIG Party shall at any time thereafter have the right to cause Clearwire to enter into an agreement with it on substantially the same terms and conditions as such agreement or understanding with such other Founding Partner [*****]; provided that to the extent that Clearwire in any manner amends, modifies or supplements the bundling terms applicable to any Founding Partner (other than pursuant to Section 2.11) from those set forth in this Agreement with respect to such Founding Partner or any of its Controlled Affiliates (including by means of entering into a separate Reseller Agreement with such Founding Partner or any of its Controlled Affiliates), but excluding provisions permitting sales on a stand-alone basis under an Agency Agreement), each SIG Party shall have the right to any more favorable bundling terms [*****].

     (c) Clearwire hereby agrees that upon any Person becoming a party to this Agreement pursuant to Section 2.4(a), Clearwire shall, promptly following the delivery by such Person of the applicable joinder agreement in accordance with such section, cause its Ultimate Parent to enter into a letter agreement with such Person in substantially the form attached hereto as Attachment 3 hereto.

          2.5 Brand Restrictions

     (a) Each SIG Party will be responsible for the advertising, marketing, promotion, billing and sales of its MVNO Services. Subject to Section 2.5(b) and except as consented to in writing by Clearwire, each SIG Party shall advertise, market, promote or sell its MVNO Service only under a brand (i) owned by the SIG Party or any of its Controlled Affiliates or (ii) licensed by such SIG Party from a third party under a license that gives such SIG Party the right to use such brand; provided that the subscribers acquired by any SIG Party or any of its Controlled Affiliates through the use of any brand described in the foregoing clause (ii) shall be solely such SIG Party’s End Users and such SIG Party shall be solely responsible for maintaining the customer service and billing relationship with such End Users. Notwithstanding the foregoing clause (ii), each SIG Party agrees that it will not utilize any brand (other than any brand owned by Sprint or any of its Controlled Affiliates) associated with [*****] or any brand associated with serious moral turpitude that would reasonably be expected to cause material harm to the reputation or goodwill of Clearwire if used to brand such SIG Party’s MVNO Service.

     (b) If mutually agreed by a SIG Party and Clearwire, then that SIG Party may use one or more of Clearwire’s brands in connection with its product offerings [*****]. Any such use of Clearwire’s brands shall be subject to the terms and conditions of a separate license agreement to be mutually agreed between Clearwire and such SIG Party prior to the commencement of such use.

     (c) No SIG Party shall advertise, market or otherwise publicize or promote its MVNO Services in any Market before the earlier of [*****].

          2.6 Control of Clearwire Network

No provision of this Agreement will be construed as vesting in any SIG Party any control whatsoever in any facilities or operations of Clearwire, including the Facilities, or of any third party providing services to Clearwire in support of this Agreement.

          2.7 Right to Make Available to Controlled Affiliate

     (a) Clearwire hereby grants each SIG Party the right, subject to Section 2.3, to make available the Wireless Broadband Service purchased hereunder to any Controlled Affiliate of such SIG Party who shall in turn have the right to make available the Wireless Broadband Service to End Users in accordance with the terms of this Agreement in the same manner and to the same extent as though such Controlled Affiliate were a SIG Party hereunder; provided that (i) each SIG Party shall be responsible for any breach of this Agreement by its Controlled Affiliates, (ii) any act

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or omission by any SIG Party’s Controlled Affiliate that would be a breach of this Agreement if performed by such SIG Party shall be deemed to be a breach by such SIG Party of this Agreement and (iii) for each SIG Party, the relationship between Clearwire, on the one hand, and such SIG Party and its Controlled Affiliates, on the other hand, shall be managed through a single SIG Party interface.

     (b) MVNO Service made available to end user customers by a Controlled Affiliate of a SIG Party shall be deemed to be sales of MVNO Service by, and such end user customers purchasing MVNO Service shall be deemed to be End Users of, such SIG Party for all purposes of this Agreement (including for billing and invoicing purposes and for purposes of determining its compliance with Section 2.3).

          2.8 Independent Representatives and Agents

Subject the limitations and requirements set forth in Section 2.3, each SIG Party [*****].

          2.9 Unique Characteristics of Relationship

The Parties acknowledge that Clearwire has entered this Agreement, or in the case of Google and Intel, granted the 4G MVNO Agreement Option, in consideration of the collective sales and marketing capabilities of each SIG Party, the unique characteristics of each SIG Party, their collective marketplace position and the unique nature of the relationship between Clearwire and each SIG Party as set forth in this Agreement and, in the case of the MSO Parties, the services or support that may be provided by the SIG Parties as contemplated by Section 2.10.

          2.10 Services Provided to Clearwire

Clearwire, on the one hand, and each MSO Party, on the other hand, will discuss mutually acceptable arrangements with respect to Clearwire’s access to fiber, tier 1 peering, collocation in facilities, VoIP services and content from, to the extent applicable, each SIG Party. In addition, Clearwire will discuss mutually acceptable terms on which Clearwire will be permitted to advertise on any MSO Party network.

          2.11 Most Favored Reseller

Subject to the terms of this Section 2.11, each SIG Party is hereby accorded the right to receive “most favored reseller” terms and conditions from Clearwire and its Controlled Affiliates with respect to the provision by Clearwire or any of its Controlled Affiliates of Wireless Broadband Service hereunder, as described below.

               2.11.1 Economic Terms

     (a) For purposes of this Agreement, a “Service” means a Standard Network Service or Non-Standard Network Service (with the distinction between what constitutes a separate and distinct Standard Network Service or Non-Standard Network Service determined in accordance with Schedule 7.1), and an “Other Reseller” means any reseller of Wireless Broadband Service in the United States other than [*****].

     (b) [*****].

     (c) [*****].

     (d) [*****].

     (e) [*****].

               2.11.2 [*****]

     (a) [*****].

     (b) [*****].

               2.11.3 [*****]

     (a) [*****].

     (b) [*****].

     3. Term

     (a) Subject to the termination rights of the Parties set forth herein, the initial term (the “Initial Term”) of this Agreement will be for a period beginning with the Effective Date and ending five years thereafter.

     (b) After expiration of the Initial Term, subject to the termination rights of the SIG Parties set forth in Section 3(c), at the end of each Term, the Term shall automatically be renewed for successive five-year periods (“Five-Year Renewal Periods”).

     (c) Any SIG Party, may terminate this Agreement, solely with respect to itself and no other SIG Party, effective as of the conclusion of the then effective Term, if such SIG Party notifies Clearwire in writing (which notification shall be simultaneously delivered to each other SIG Party then party to this

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Agreement) of its intent not to renew its Agreement at least 180 days prior to the expiration of such then effective Term.

     (d) For the avoidance of doubt, the term “Term” shall be determined on a SIG Party-by-SIG Party basis and shall mean: (i) with respect to any SIG Party, the Initial Term together with any the Five-Year Renewal Periods during which such SIG Party remains a party to this Agreement and (ii) with respect to Clearwire, the Initial Term together with the Five-Year Renewal Periods thereafter until each SIG Party has terminated this Agreement.

     4. Conditions Precedent

As conditions precedent to Clearwire’s and its Controlled Affiliates’ obligation to provide and sell the Wireless Broadband Service under this Agreement to the applicable SIG Party, each of Comcast, TWC and Brighthouse shall have provided to Clearwire the Guaranty by its Guarantor pursuant to Section 7.8, Sprint shall have provided to Clearwire a letter agreement in substantially the form attached hereto as Attachment 2 and, in the case of Google and Intel, Google and Intel (as the case may be) shall have provided Clearwire the Guaranty by its Guarantor or a letter agreement in substantially the form attached hereto as Attachment 2 by its Ultimate Parent, in accordance with Section 2.4(a).

     5. Representations and Warranties and Covenants

          5.1 General Warranties

Each SIG Party represents and warrants to Clearwire, and Clearwire represents and warrants to each SIG Party, that: (i) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; (ii) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and activities contemplated hereby; (iii) it is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is required, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on its ability to fulfill its obligations hereunder; (iv) this Agreement constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or effecting creditors’ rights or by general equity principles); (v) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions; (vi) the execution, delivery and performance of this Agreement by it and the consummation by the transactions contemplated herein will not conflict with, violate or result in a breach of (a) any Applicable Law, (b) any of the terms, conditions or provisions of its organizational documents or (c) any material agreement or instrument to which it is or may be bound or to which any of its material properties, assets or businesses is subject; and (vii) it has not received any currently effective notice of default under any agreement or instrument that could reasonably be expected to impair in any material respect its ability to perform under this Agreement.

          5.2 Compliance with Laws

Each Party will conduct its activities in furtherance of or in connection with this Agreement in compliance with Applicable Law in all material respects.

          5.3 Litigation

Each Party represents and warrants that there are no actions, suits, proceedings or investigations pending or, to the knowledge of such Party, threatened against or affecting such Party or any of its properties, assets or businesses in, before or by any Governmental Authority or any arbitrator, which could, if adversely determined, reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Party’s ability to perform its obligations under this Agreement. Clearwire further agrees that, in the event it becomes aware of any pending or threatened action, suit, proceeding or investigation that would materially affect its ability to perform its obligations under this Agreement, it will

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expeditiously inform each SIG Party of the pendency or threat of such action, suit, proceeding or investigation, the nature thereof and the potential impact thereof on Clearwire’s ability to perform its obligations under this Agreement.

          5.4 Clearwire Licenses

Clearwire represents and warrants (i) that it has, and will use commercially reasonable efforts to maintain throughout the Term, all required federal, state and local authorizations or licenses to offer the Wireless Broadband Service (subject to any renewal requirements and Applicable Law) and to otherwise perform its obligations under this Agreement; and (ii) that it is, and throughout the Term will remain, in substantial compliance with all applicable legal and regulatory requirements under Applicable Law affecting its business or the Wireless Broadband Services except where any non-compliance would not materially affect Clearwire’s ability to perform its obligations under this Agreement.

     6. Scope of Wireless Broadband Service

          6.1 Wireless Broadband Service

Clearwire shall at all times during the Term (including any Phase-Out Period) applicable to any SIG Party, provide such SIG Party with the Wireless Broadband Service in the coverage area of the Clearwire Network, which as of the date indicated is planned to cover the Markets set forth in Schedule 6.1. Clearwire will have no liability of any kind for a failure to meet the Market coverage area(s) as set forth in Schedule 6.1. If Clearwire enters into any agreement or arrangement pursuant to which Clearwire, any Founding Partner or any Other Reseller can resell wireless broadband services that are the same or substantially similar to the Wireless Broadband Services to their respective end users (including Clearwire Retail Customers) over third-party networks, Clearwire shall secure for each SIG Party the right to resell such wireless broadband services to its End Users over such third-party networks on the same terms and conditions as made available to Clearwire with respect to Clearwire Retail Customers and/or the end users of such Founding Partner or Other Reseller, as the case may be. For the avoidance of doubt, roaming services and services offered by Clearwire over the Sprint Network shall not be subject to this Section 6.1 (it being understood that Clearwire’s obligations to provide roaming services are separately addressed in Section 2.2.5).

          6.2 Scope of Wireless Broadband Service

               6.2.1 General

        (a) The Wireless Broadband Service is available to Devices certified on the Clearwire Network.

        (b) The Wireless Broadband Service will be of a quality and clarity that is the same as the services provided by Clearwire to Customers utilizing the services in the same geographic location and under the same operating environment.

        (c) Clearwire may, from time to time, implement network volume controls that impact the throughput of data traffic and that are designed to protect the Clearwire Network for all users of the Clearwire Network; provided that any such controls shall be consistently applied across Clearwire’s resale and direct operations and shall be applied to the Founding Partners at the same time and in the same manner as such controls are applied to Clearwire Retail Customers (it being understood that any such controls applied to a Non-Standard Network Service shall be consistently applied to the closest equivalent Standard Network Service, absent a reasonable technical justification due to the specific characteristics of such Non-Standard Network Service); provided, further, that Clearwire shall give each SIG Party notice of implementing any such controls substantially contemporaneously with the notice, if any, provided with respect to Clearwire’s direct operations or given to any Other Reseller.

        (d) Without limiting Section 8.1.2(e) but subject to Sections 8.1 and 8.5, under no circumstance shall any SIG Party be prohibited from offering Devices certified on the Clearwire Network that are capable of operating on multiple wireless networks or that are compatible with other wireless services.

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               6.2.2 Data Content and Applications

Each SIG Party is responsible for negotiating and implementing its own Content and applications for use with its MVNO Service (“SIG Party Data Content and Applications”) as described in this Agreement. The following additional terms also apply:

        (a) Unless otherwise agreed between a SIG Party and Clearwire, SIG Party Data Content and Applications will not reside on the Clearwire Network;

        (b) Each SIG Party will be solely responsible for obtaining the SIG Party Data Content and Applications; and

        (c) Clearwire is not responsible to any SIG Party or any End Users for any Content that End Users may access through any data services provided under this Agreement, including information, opinions, advice, statements or services that are provided by any SIG Party or other Persons (other than Clearwire or any of its Controlled Affiliates), or any damages resulting therefrom. Clearwire does not guarantee the accuracy, completeness or usefulness of information that is obtained through SIG Party Data Content and Applications. Clearwire makes no representations or warranties regarding the provider, scope or nature of the SIG Party Data Content and Applications that will be available by default to the End User. The inclusion of any Content in the default settings on the End User’s Device is not an endorsement or an acceptance of any liability with respect to the Content.

          6.3 Device Handling Services

        (a) Subject to Section 8.1, each SIG Party will be responsible for making its own arrangements to purchase SIG Party-Defined Devices from manufacturers or Device fulfillment vendors of its choosing (it being understood that with respect to any Device fulfillment vendor that is not already an authorized manufacturer or fulfillment vendor on the Clearwire Network, such Device fulfillment vendor shall be required to comply with all Clearwire policies then in effect with respect to the authorization of manufacturers or fulfillment vendors on the Clearwire Network, provided that such policies are consistently applied across Clearwire’s resale and direct operations).

        (b) Each Party agrees to use commercially reasonable efforts to assist each other Party in obtaining purchase terms (including by means of aggregating Clearwire’s and the SIG Parties’ volumes for Devices offered by Clearwire and such SIG Parties) from Device manufacturers that are more advantageous than such Party could secure acting alone.

        (c) Until [*****] of the Effective Date, each Party agrees that neither it nor any of its Controlled Affiliates has entered into, or following the Effective Date will enter into, one or more agreements or other arrangements with any OEM or other device manufacturer that would grant such Party and/or one or more of its Controlled Affiliates either (i) the exclusive right to offer any individual Device for a period of [*****] at any time after the Effective Date or (ii) the right to [*****] on an exclusive basis at any time after the Effective date, unless, [*****]. Each Party further agrees that neither it nor any of its Controlled Affiliates has entered into, or following the Effective Date will at any time enter into, one or more agreements or other arrangements that would give such Party the exclusive right to [*****], unless each other Party is expressly excluded from such exclusivity restrictions.

        (d) Clearwire may, from time to time and pursuant to mutual agreement of the Parties involved, offer to each SIG Party handling and logistics services, subject to mutual agreement by such SIG Party and Clearwire on commercially reasonable terms to pay for those services.

        (e) Each SIG Party will be responsible for making its own arrangements to purchase accessories from manufacturers and arrange for delivery of those accessories. Clearwire will not provide any handling or logistics services with respect to accessories.

        (f) From and after the Effective Date, Clearwire shall not, and shall cause its Controlled Affiliates not to, enter into any agreement that would prevent any third party retailer,

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marketing partner, distributor or authorized sales representative from selling, marketing or otherwise distributing the Wireless Broadband Service offered by any SIG Party or any of its Controlled Affiliates to any Person or in any area, as an agent of such SIG Party or any of its Controlled Affiliates, in accordance with the terms of this Agreement.

          6.4 Coverage Maps and Coverage Data

        (a) Without limiting clause (b) below or Schedule 6.5, Clearwire will make coverage maps, coverage tools and raw coverage data available to each SIG Party in the same form as Clearwire provides to its Customers or otherwise uses in its direct retail operations.

        (b) Clearwire shall, in time frames specified in Schedule 6.5, make available to such SIG Party feeds of coverage maps and data (e.g., MapInfo data (or equivalent)) that, at a minimum, shall be of sufficient detail for such SIG Party to:

(i)	perform serviceability checks and ascertain service levels on the basis of address and latitude/longitude information;
(ii)	produce high-resolution, unbranded coverage map images that can be used for marketing purposes; and
(iii)	create an interactive map platform accessible by End Users of such SIG Party, representatives, potential subscribers and other persons via the world-wide web that would show, at a minimum, the coverage of services and signal levels by address.

        (c) Clearwire shall update the coverage maps and data made available to the SIG Parties contemporaneously with the time that updates to such information are provided to Other Resellers, any other Founding Partner or Clearwire’s retail operations. At no time will the coverage maps and data made available to any SIG Party be materially different from the coverage maps and data produced by Clearwire in connection with its retail operations or made available to Clearwire Retail Customers.

        (d) Clearwire will provide such maps, tools and other coverage data using predictive modeling and mapping techniques commonly used in the wireless service industry to depict, in a commercially reasonable manner, approximate outdoor coverage under normal operating conditions on the Clearwire Network. Wireless Broadband Service may not be available in all areas shown on the coverage maps due to a variety of factors, including relocation or modification of Facilities, environmental or topographical conditions, such as building configuration, or unexpected capacity demands. The maps will not reflect temporary coverage changes or coverage gaps.

          6.5 MVNO Operational Support

        (a) Clearwire will provide the SIG Party with operational support that enables the SIG Party to monitor, provision, troubleshoot, care for and bill its subscribers for Wireless Broadband Service on the Clearwire network. At a minimum, such operational support will include the functions and elements set forth in Schedule 6.5. Each SIG Party will receive any interfaces/tools or operational support made available by Clearwire to any Other Reseller which may include, as an example: a resale portal, trouble ticketing systems, geographic tools, the provisioning APIs, usage feeds, and other provisioning and support tools.

        (b) Clearwire shall use commercially reasonable efforts to cause the Clearwire Reseller Platform to be available for testing by each SIG Party and its Controlled Affiliates no later than 90 days prior to the date that Wireless Broadband Service is commercially launched in any Market.

        (c) To the extent it is technically feasible, Clearwire will electronically provide near real-time usage records through its resale platform to each SIG Party with respect to its End Users to enable such SIG Party to bill its customers and manage its business.

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        (d) Clearwire will provide each SIG Party customer usage and other data, to the extent Clearwire has access to such information, as reasonably required to enable the Member to manage its business, subject to compliance with all applicable laws and regulations (including, but not limited to, CPNI).

          6.6 Provisioning

Without limiting Schedule 6.5, Clearwire shall provide a machine-to-machine interface and a single GUI for use by all SIG Parties to provision its End User services.

     7. Prices and Terms of Payment

          7.1 Prices

The price and other price related terms on which Clearwire will make each Standard Network Service and Non-Standard Network Service available to each SIG Party will be determined pursuant to Schedule 7.1.

          7.2 [*****] Pricing

The pricing associated with usage by [*****] on the Clearwire Network shall be governed by provisions of Schedule 7.2.

          7.3 Payment of Charges

Each SIG Party will pay Clearwire for all charges associated with its usage and other charges under this Agreement. Disputed charges are governed by the procedures set forth in Section 7.6. All charges under this Agreement are stated in US dollars.

          7.4 Invoices

Clearwire will provide each SIG Party with a separate invoice associated with its usage and other charges, together will all related billing data and other mutually agreed upon billing records required for such SIG Party to provide an accurate and timely bill to their its End Users on a monthly basis. Each SIG Party expressly acknowledges that some charges incurred in a billing cycle may not appear on the invoice or the billing data (or other mutually agreed upon billing record) for that billing cycle and that those charges may appear on subsequent invoices or billing data (or other mutually agreed upon billing records); provided, that, no SIG Party will be obligated to pay for any invoiced charge related to the provision of service that first appears on an invoice (excluding invoices relating to the compensation to be paid by a SIG Party to Clearwire for the development of a Non-Standard Network Service in accordance with Section 2.2.3) for such SIG Party more than [*****] after such charge has been incurred. Payment for each invoice is due by wire transfer or automated clearing house (ACH) transfer within [*****] of the date of receipt of such invoice (the “Due Date”), subject to the right of a SIG Party to withhold payment with respect to disputed amounts pursuant to Section 7.6. An invoice will be deemed paid when Clearwire receives payment at the location designated by Clearwire in such invoice. In its sole discretion, Clearwire may modify, change or update the invoice content and format of any invoice provided to any SIG Party with [*****] prior written notice to such SIG Party; provided that, no material change to the invoice content may be made without such SIG Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed.

          7.5 Late Payments

Any amount invoiced by Clearwire and not paid by any SIG Party when due pursuant to Section 7.4, other than amounts disputed pursuant to Section 7.6, shall accrue a late payment charge of [*****] (or, if less, the maximum amount allowable under Applicable Law), on a pro rata basis for each day late. The applicable late payment interest rate will be applied each day after the Due Date solely with respect to the outstanding and undisputed delinquent amount as of such day.

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          7.6 Disputed Charges

               7.6.1 General

Any SIG Party may withhold payment of the disputed portion of any invoice and may dispute an amount previously paid until the dispute is resolved under this Section 7.6, provided that each SIG Party agrees not to dispute any amount on any invoice unless such amount together with all other amounts being disputed on such invoice equals or exceeds [*****]. Each SIG Party shall timely pay the undisputed portion of any invoice as provided in Section 7.4.

               7.6.2 Dispute Periods

        (a) Each SIG Party may provide to Clearwire written notice of any disputed charge on or before the Due Date and withhold payment of such disputed charge. If a SIG Party determines after paying an invoice that there is a dispute with respect to all or part of the amount paid, then such SIG Party may provide to Clearwire written notice of the disputed charge(s) within 60 days after the Due Date of the invoice for the disputed amount. Except as provided in Section 7.6.2(b), if a SIG Party fails to dispute charges within 60 days of the Due Date, such SIG Party will be deemed to have waived any right to dispute the charges. Any SIG Party disputing a charge pursuant to this Section 7.6.2(a) must provide a reasonably detailed explanation of the nature of the dispute within 60 days after the Due Date of the invoice for the disputed amount. Such SIG Party’s explanation must reasonably detail, if applicable, the disputed airtime, toll, roaming, taxes and other charges specifically, with an explanation for each.

        (b) Notwithstanding Section 7.6.2(a), if a dispute arises that a SIG Party could not reasonably have been expected to discover within the period set forth in Section 7.6.2(a), such SIG Party shall have the right, for up to 12 months following the expiration of the period set forth in Section 7.6.2(a), to dispute an amount previously paid upon the discovery of such dispute by providing to Clearwire, within 30 days following its discovery of the dispute, written notice thereof together with the detailed explanation of the nature of the dispute required by Section 7.6.2(a) and why the dispute does not fall within the provisions of Section 7.6.2(a). If such SIG Party fails to dispute charges within the extended period set forth in this Section 7.6.2(b),it will be deemed to have waived any right to dispute the charges and such SIG Party may not thereafter dispute such charges.

        (c) Within 30 days of receipt of a detailed explanation of a dispute pursuant to Section 7.6.2(a) or Section 7.6.2(b) from the disputing SIG Party, Clearwire will notify such SIG Party in writing of its good faith determination regarding the disputed charge or charges together with a reasonably detailed explanation of the basis for its determination, and will credit such SIG Party’s account, if appropriate, within such 30-day period; provided that if Clearwire fails to notify such SIG Party in writing within such 30-day period of its determination, Clearwire shall be deemed to have agreed with such SIG Party’s explanation of the dispute and promptly thereafter credit such SIG Party’s account for all of the disputed charges set forth in its dispute notice to the extent such amounts were previously paid to Clearwire and not withheld pursuant to 7.6.2(a). If, after receipt of Clearwire’s written determination, such SIG Party continues to dispute all or a portion of the charges originally set forth in its dispute notice, such SIG Party shall have the right to submit such dispute to arbitration pursuant to Section 17.8 (after first submitting such dispute to dispute resolution pursuant to Section 17.7) for resolution by delivering written notice thereof to Clearwire within 30 days of receipt of Clearwire’s written determination. If such SIG Party fails to deliver such written demand for arbitration pursuant to Section 17.8 within such 30-day period, such SIG Party shall be deemed to have agreed with Clearwire’s determination of the disputed charge or charges and shall be required to pay in accordance with Section 7.6.2(d) below any amount determined to be due and owing to Clearwire that was previously withheld (it being understood that if such SIG Party delivers a written demand for arbitration for only a portion of the amount remaining in dispute, such SIG Party shall be deemed to have agreed with Clearwire’s determination of such portion of such amount not submitted to arbitration and shall be required to pay in accordance with Section 7.6.2(d) below any portion of such amount not submitted to arbitration that is determined to be due and owing to Clearwire and was previously withheld). No SIG Party may withhold any amounts from current period payments for disputes from any subsequent payment under Section 3.

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        (d) Upon resolution of any dispute in accordance with Section 7.6.2(a), any disputed and withheld amount that is determined to be due and owing shall be due and payable within 30 days following resolution of the dispute in accordance with the payment procedures described in Section 7.4.

        (e) Nothing in this Section 7.6 prohibits any SIG Party from informing Clearwire of any suspected billing errors on any invoice.

          7.7 Taxes and Other Levies by Taxing and Governmental Authorities

               7.7.1.1 Taxes

All payments to Clearwire are exclusive of any Taxes. Each SIG Party will provide to Clearwire valid and complete resale exemption certificates or functional equivalent documents that are acceptable to the applicable Taxing Authority for the services purchased from Clearwire and resold to such SIG Party’s End Users. Each SIG Party is solely responsible for the computation, billing, and collection of all applicable Taxes to its End Users of the Wireless Broadband Service purchased from Clearwire and resold as MVNO Service to its End Users. Each SIG Party is solely responsible for the timely and accurate remittance of those Taxes to the appropriate Taxing Authority. Clearwire will notify each SIG Party of any Tax that Clearwire is required by a Taxing Authority to charge to a SIG Party and which Tax Clearwire is required to remit directly to a Taxing Authority. Clearwire will invoice each SIG Party for those Taxes and such SIG Party will pay them to Clearwire under Section 7.4 (subject to such SIG Party’s right to dispute such amounts under the procedures set forth in Section 7.6). Clearwire shall separately state the Tax type (or name) and jurisdiction for any Tax invoiced to a SIG Party. Each SIG Party will be responsible to Clearwire for all Taxes imposed on Clearwire where (i) the Tax was imposed on Clearwire by Taxing Authority of a jurisdiction within which such SIG Party is conducting business under this Agreement, and (ii) the Tax would not have been imposed on Clearwire had such SIG Party been properly registered to do business in that jurisdiction. Clearwire is responsible for any property (or ad valorem) taxes assessed by any Taxing Authority on any real and/or personal property to which it owns. Each SIG Party is responsible for any property (or ad valorem) tax assessed by any Taxing Authority on any real and/or personal property to which it owns.

               7.7.1.2 Other Levies by Governmental Authorities

Each SIG Party is solely responsible for the timely and accurate remittance of other levies by Governmental Authorities or under Governmental Authorities’ orders (i) on the Wireless Broadband Service, (ii) mandated to be paid in proportion to receipts from MVNO Service sold by such SIG Party, or (iii) mandated to be paid in connection with the provision of MVNO Service by such SIG Party, including Universal Service Fund (“USF”) fees. If any SIG Party claims an exemption, such SIG Party will provide to Clearwire a valid and complete exemption certificate, or functionally equivalent documents that are acceptable to Clearwire and the applicable Governmental Authority. Clearwire will notify each SIG Party of any levy that Clearwire is required by a Governmental Authority to charge to a SIG Party and which levy Clearwire is required to remit directly to a Governmental Authority. Clearwire will invoice each SIG Party for those levies and such SIG Party will pay them to Clearwire under Section 7.4 (subject to such SIG Party’s right to dispute such amounts under the procedures set forth in Section 7.6). Clearwire shall separately state the levy type (or name) and jurisdiction for any levy invoiced to a SIG Party. Each SIG Party will be responsible to Clearwire for all levies imposed on Clearwire where (i) the levy was imposed on Clearwire by Governmental Authority of a jurisdiction within which such SIG Party is conducting business under this Agreement, and (ii) the levy would not have been imposed on Clearwire had such SIG Party been properly registered to do business in that jurisdiction.

          7.8 SIG Party Liability; Parent Company Guarantees; Clearwire Obligations

        (a) Each Party acknowledges and agrees that the obligations of each SIG Party under this Agreement (including those related to its End Users, charges associated with its usage or volumes and its MVNO Service) are independent obligations to be performed solely by such SIG Party. Consequently, Clearwire acknowledges and agrees that the obligations of each SIG Party

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under this Agreement are several and not joint and that no SIG Party shall be liable for the breach or failure of any other SIG Party to perform its obligations under this Agreement.

        (b) Contemporaneously with the execution and delivery hereof, (i) each of Comcast, TWC and Brighthouse has caused its Guarantor to execute and deliver to Clearwire a Guaranty Agreement in substantially the form attached hereto as Attachment 1 (each, a “Guaranty”) to guaranty its obligations under this Agreement, (ii) Sprint has caused its Ultimate Parent to execute and deliver to Clearwire a letter agreement in substantially the form attached hereto as Attachment 2 and (iii) Clearwire has caused its Ultimate Parent to execute and deliver to each SIG Party a letter agreement in substantially the form attached hereto as Attachment 3.

        (c) To the extent that the performance by Clearwire of any of its obligations hereunder would require any action by, or assistance from, any Controlled Affiliate of Clearwire, Clearwire hereby agrees to cause such Controlled Affiliate to take such action or provide such assistance.

          7.9 Access

During the Term (including any Phase-Out Period) applicable to any SIG Party, Clearwire will, and will cause its Controlled Affiliates to, upon reasonable notice and no more than once in any three-month period (i) provide each SIG Party, its employees and other personnel with such information as is reasonably requested by such SIG Party for the purposes of applying the pricing guidelines set forth in Schedule 7.1 and making the pricing related determinations contemplated by Schedule 7.1 (including information relating to the underlying price components of Clearwire’s Standard Network Service offerings) and Schedule 7.2 and (ii) instruct their respective officers, employees and other personnel to cooperate with each SIG Party and its employees and other authorized representatives in the review of such information (including affording each SIG Party and its employees and other personnel a reasonable opportunity to ask questions of, and receive answers from, the appropriate officers, employees and other personnel of Clearwire and its Controlled Affiliates). The information, access and cooperation contemplated by this Section 7.9 shall be afforded in such manner as not to interfere unreasonably with the conduct of the business of Clearwire or any of its any of Controlled Affiliates or cause Clearwire or any of its Controlled Affiliates to incur unreasonable expense. Any information provided to any SIG Party under this Section 7.9 and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15.

          7.10 Audit Right

Clearwire will provide to each SIG Party, on an annual basis within 90 days of the end of each calendar year commencing with 2009, a written certification from an officer of Clearwire, to the effect that Clearwire is in compliance with the provisions of Section 7.1. The SIG Parties then party to this Agreement shall have the right at any time during the Term (including any Phase-Out Period), at the SIG Parties’ sole cost and expense and upon 60 days’ prior written notice, to cause the examination (during reasonable business hours) of those books and records of Clearwire and its Controlled Affiliates reasonably necessary to determine Clearwire’s compliance with the provisions of Section 7.1 (“Pricing Related Obligations”). Any such examinations shall be conducted by an independent certified public accounting firm designated by the SIG Parties then party to the Agreement (it being understood that if such independent certified public accounting firm is not a “Big 4” accounting firm, then Clearwire shall have the right to approve the SIG Parties’ designation of such independent certified public accounting firm (which approval shall not be unreasonably withheld, conditioned or delayed)) (hereinafter the “Independent Auditor”). The SIG Parties’ right to perform such an audit shall be limited to no more than once each for each 12-month period. If, as a result of the examination performed hereunder, the Independent Auditor determines that Clearwire is in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the SIG Parties stating only that Clearwire is in compliance. If, as a result of the examination performed hereunder, the Independent Auditor determines that Clearwire has failed to comply with the Pricing Related Obligations, then the Independent Auditor shall commence good faith discussions with Clearwire regarding the provisions at issue. In the event that after good faith discussions, the Independent Auditor

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concludes that Clearwire is, in fact, in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the parties stating only that Clearwire is in compliance. In the event that after good faith discussions, the Independent Auditor concludes that Clearwire has failed to comply with the Pricing Related Obligations, then Clearwire shall authorize the Independent Auditor to provide to the SIG Parties only that limited information acquired during the course of the examination as is necessary, in the Independent Auditor’s reasonable discretion after consultation with Clearwire with respect to the information proposed to be provided, for the SIG Parties to pursue its claim or claims related to Clearwire’s non-compliance with such Pricing Related Obligations; any information that is not so necessary shall not be disclosed to the SIG Parties by the Independent Auditor and shall remain strictly confidential. Under no circumstances, other than the limited circumstances described in the immediately preceding sentence, shall any information acquired during the course of any examination or obtained during any discussions with Clearwire be disclosed to the SIG Parties by the Independent Auditor. Any information so disclosed and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15 of the Agreement. Clearwire shall provide reasonable assistance to the Independent Auditor in conducting an examination pursuant to this Section 7.10. If any such examination reveals a discrepancy (in total) of greater than [*****] in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, Clearwire shall pay to such SIG Party an amount equal to the cost of such examination that such SIG Party paid. If any such examination reveals a discrepancy in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, Clearwire shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of [*****] from the date on which such amount was paid by or should have been paid to such SIG Party through the date on which payment is made to Clearwire; provided, however, that in no event shall Clearwire be required to make any such payment to the extent that such discrepancy relates to any amount paid by such SIG Party more than two years prior to the date such discrepancy was discovered by the Independent Auditor. Nothing in this Section 7.10. shall be construed as a limitation on any SIG Party’s other rights and remedies.

     8. SIG Party Rights and Obligations

          8.1 Handsets and Other Mobile Devices

               8.1.1 Embedded Devices and Other Matters

        (a) From the date hereof until the seven-year anniversary of the Effective Date (the “Exclusivity Period”), (i) Clearwire will be the exclusive entity to develop and contract with OEMs regarding Generic Embedded Devices and (ii) Clearwire will also be the exclusive entity to contract for the embedding of client managers in Generic Embedded Devices; provided, however, that during the Exclusivity Period, Clearwire will commit to work with each SIG Party to embed WiMAX capability in such Devices of OEMs requested by such SIG Party.

        (b) The Clearwire Client Manager will be the default client manager interface for Generic Embedded Devices. Clearwire will provide each SIG Party with [*****]; provided that Clearwire shall as promptly as practicable, upon a SIG Party’s reasonable request with respect to any or all [*****].

        (c) If an End User of a SIG Party activates a SIG Party’s MVNO Service, such SIG Party [*****].

        (d) An End User shall have the right to switch among the Parties’ Wireless Broadband or MVNO Services without penalty (including any cancellation fee) within [*****] of such End User’s initial activation; provided that such other Party shall [*****].

               8.1.2 Compatibility and Certification

        (a) Each SIG Party will use, and will require its End Users to use, only Devices that are certified on the Clearwire Network. Clearwire will apply its certification process to a SIG Party’s Devices (including, its SIG Party-Defined Devices) on a nondiscriminatory basis no less favorable

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to such SIG Party than the certification process applied to Devices sold by any Other Reseller, any other Founding Partner and in Clearwire retail locations. In all cases, Clearwire will limit the scope of its certification criteria to radio compliance and interoperability testing over the Clearwire Network.

        (b) Each SIG Party will conduct certification testing for its SIG Party-Defined Devices, including any upgrades thereto, other than Radio Compliance and interoperability testing, which will be provided by Clearwire. Clearwire shall, and shall cause its Controlled Affiliates to, use commercially reasonable efforts to provide reasonable and customary assistance requested by each SIG Party in the course of its certification testing (e.g., Clearwire Network logs). A SIG Party will not be required to conduct certification testing, and no Radio Compliance and interoperability testing will be required to be performed by Clearwire, with respect to any Clearwire Device, unless such SIG Party upgrades or customizes such Clearwire Device, in which case, the certification testing described in Section 8.1.2(c) shall be required with respect to such upgrade or customization.

        (c) Upgrades to a SIG Party’s existing SIG Party-Defined Devices will be subject to the same level of certification as upgrades to Devices sold in Clearwire retail operations with substantially similar complexity and/or potential impact on the Clearwire Network (e.g., an upgrade to a SIG Party’s existing SIG Party-Defined Device or an upgrade to, or customization of, a Clearwire Device by such SIG Party will only be subject to full end-to-end Device certification testing (rather than streamlined certification) if a substantially similar upgrade to (or customization of) such a Device sold in Clearwire retail operations would require such certification); provided that, in all cases, Clearwire’s certification of such upgrades or customization will be limited solely to Radio Compliance testing and interoperability testing.

        (d) Upon the request of a SIG Party, Clearwire and such SIG Party shall reasonably agree on a mutually acceptable roadmap for the certification of each Device requested to be certified by such SIG Party (including any SIG Party-Defined Devices or any upgrades to SIG Party-Defined Devices or Clearwire Device), which shall set forth the agreed upon start and end date for the completion of such certification. Clearwire hereby agrees that it will complete the certification of each Device as soon as reasonably practicable but no later than [*****] following such agreed upon end date (or with respect to any such agreed upon date that occurs on or after [*****]), absent any material delays attributable to a third party, including an OEM. An example of such a delay includes a third party not providing device software and hardware consistent with Clearwire’s commercially reasonable lab entrance criteria by the agreed upon start date.

        (e) Clearwire agrees that it will not decline to certify a Device designed to operate on the Clearwire Network that would otherwise be certified solely because it is capable of also operating on a mobile telecommunications network other than the Clearwire Network or it is compatible with other wireless services.

        (f) All Devices must comply with all Applicable Law.

        (g) If any Device used by any SIG Party’s End User does not comply with the standards set forth in this Section 8.1, such SIG Party will use commercially reasonable efforts to ensure that the Device is not used and, if necessary, terminate the use of such Device on the Clearwire Network.

               8.1.3 No Clearwire Responsibility

Clearwire will not be responsible to any SIG Party or any SIG Party’s End User for the delivery, operation or maintenance of any SIG Party’s or any SIG Party’s End User’s Device. Unless otherwise agreed by any SIG Party and Clearwire in writing, Clearwire will not be required to make any changes, modifications or additions to its equipment, operations or facilities to accommodate such SIG Party or the Devices provided by such SIG Party. Clearwire will not be responsible for any customer care support for the SIG Party End Users, but Clearwire will act as the interface for the SIG Parties with Clearwire’s OEMs and ODMs with respect to Generic Embedded Devices for life-cycle management issues, such as product alerts, software/firmware updates, escalated bugs/trouble reports that would naturally go to the OEM/ODM, end of product life notices, and similar life-cycle management issues.

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          8.2 SIG Party Staff

The staff members employed by any SIG Party, or contracted to perform services for such SIG Party by such SIG Party, are not employees of Clearwire.

          8.3 SIG Party Responsibility for End User Services

Except as otherwise set forth in this Agreement, each SIG Party will be responsible for all services provided to its End Users, such as the MVNO Services and other services it provides, End User credit verification, billing, collection, customer service, and all support necessary to provide MVNO Service.

          8.4 The SIG Party’ Responsibility for Fraud

Each SIG Party is responsible for all costs and procedures associated with End User fraud relating to the MVNO Service sold to its End Users, such as subscription fraud, usage on lost or stolen Devices that such SIG Party fails to deactivate, or fraud occurring in connection with such SIG Party’s agents, employees or representatives, such as employee-related theft.

          8.5 Interference

If Clearwire or any SIG Party discovers any material interference (as determined by Clearwire in a commercially reasonable manner) with the Facilities, the Clearwire Network or the Wireless Broadband Service that (i) is outside the normal operating condition of the Facilities, the Clearwire Network or the Wireless Broadband Service, (ii) materially impairs the quality of the service provided by Clearwire to its Customers and (iii) is caused by such SIG Party’s agents, employees, representatives and End Users, the discovering Party will promptly notify the other and such SIG Party will promptly request that its agent, employee, representative or End User cease the act(s) constituting such interference. In the case of any such interference caused by a SIG Party or a SIG Party’s End User, Clearwire, concurrent with notice to such SIG Party, may terminate the Wireless Broadband Service to such End User in the event that the interfering act(s) cause material degradation to the wireless Broadband Network or otherwise constitute an emergency (in which event Clearwire shall provide notice thereof as soon as reasonable practicable); provided that Clearwire shall not terminate the Wireless Broadband Service to such End User unless the taking of such action is consistent with Clearwire’s prior practices in dealing with Customers of Clearwire’s retail operations and end user customers of Other Resellers or any other Founding Partner engaging in similar conduct and only to the extent such action is being consistently applied with respect to Customers of Clearwire’s retail operations and end user customers of Other Resellers or any other Founding Partner. In other instances of interference, Clearwire will provide 48 hours notice to a SIG Party prior to terminating the impacted Service.

          8.6 SIG Party Reports to Clearwire

Each SIG Party will provide to Clearwire, quarterly, no later than 15 days following the end of the quarter, on a per Market basis, a rolling 12-month forecast of increases and decreases to its End Users and usage and call volumes; provided that it is understood that all such forecasts are good faith estimates only, and no SIG Party shall have any liability to Clearwire based thereon.

          8.7 Legal Request Compliance

If a Governmental Authority or private party to a civil action produces to any SIG Party a valid legal request (for example, a subpoena or court order) relating to End User billing records or End User information, including End User name, address and credit information, such SIG Party shall process and respond to such request according to its then-current guidelines and procedures for legal requests. If such request seeks information not provided by Clearwire to such SIG Party in its normal billing practice, such SIG Party shall promptly contact the designated Clearwire representative for assistance in compliance. If such SIG Party either: (a) fails to provide the End User phone records or broadband data records sought in such request; (b) fails to provide the End User phone records or broadband data records sought in such request within the timeframe specified in such request; or (c) fails to promptly contact the designated Clearwire representative for assistance when such request seeks information not provided by Clearwire to such SIG Party in its normal billing practice, and if Clearwire is fined by a court of law as a direct result of any failure described in (a), (b) or (c) above, such SIG Party will reimburse Clearwire for the amount of such fine; provided that where permitted by Applicable Law, such SIG Party

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may directly contest such fine at its cost and expense or Clearwire shall, to the extent requested by such SIG Party, contest such fine at such SIG Party’s cost and expense.

          8.8 Electronic Surveillance

If a Governmental Authority or private party to a civil action produces to any SIG Party a valid legal request (for example, a court order) relating to electronic surveillance of an End User of a SIG Party, such SIG Party shall process and respond to such request according to its then-current guidelines and procedures for legal requests and will promptly contact the designated Clearwire representative for technical assistance in performing the electronic surveillance; subject to any actions such SIG Party may be taking to contest or clarify such request. If such SIG Party either: (a) fails to provide the End User information as sought in such request; or (b) fails to promptly contact the Clearwire representative designated below for technical assistance in performing the electronic surveillance, and if Clearwire is fined by a court of law as a direct result of any failure described in (a) or (b) above, such SIG Party will reimburse Clearwire for the amount of such fine; provided that where permitted by Applicable Law, such SIG Party may directly contest such fine at its cost and expense or Clearwire shall, to the extent requested by such SIG Party, contest such fine at such SIG Party’s cost and expense.

          8.9 Exclusivity, Etc.

Neither Clearwire nor any of its Controlled Affiliates has entered into or adopted, or following the Effective Date will enter into or adopt, any agreement, arrangement, policy or principle that (i) contains any exclusivity provision that purports to be binding upon any SIG Party or its MVNO Service, (ii) limits or purports to limit the freedom of any SIG Party to include or exclude from its MVNO Service or its End Users’ Devices any product, service, application or process (it being understood that each SIG Party shall have the right to remove, in whole or in part, any such product, service, application or process from its End Users’ Devices to the extent that any such product, service application or process is installed on any such Device and Clearwire and its Controlled Affiliates shall provide reasonable assistance to such SIG Party to facilitate such removal), (iii) requires any SIG Party or any of its End Users to adhere to any procedure or process to activate an End User’s Device (other than procedure or processes that are reasonably necessary to activate a device for use on the Clearwire Network) or (iv) requires any SIG Party or any of its Controlled Affiliates to adopt, comply with or otherwise adhere to any practice or policy with respect to network management services or network openness policies.

     9. Clearwire Rights and Obligations

          9.1 Modifications; MVNO Operations Manual

        (a) The Parties acknowledge that an MVNO Operations Manual has not yet been prepared by Clearwire, but will be done so in good faith and in a commercially reasonable manner and as otherwise required by this Agreement. The Parties will meet to review drafts of the MVNO Operations Manual (with respect to which Clearwire will offer the SIG Parties a reasonable opportunity to review and comment) and will discuss the commercial reasonableness of it prior to its initial implementation. Clearwire may from time to time modify, amend, change, update or supplement the Clearwire Network, Clearwire’s or any of its Controlled Affiliate’s operations, equipment, software or procedures or the MVNO Operations Manual; provided that with respect to any modifications, amendments, changes, updates or supplements that would reasonably be expected to require changes to, updates of or modifications to any SIG Party’s or any of its End Users’ Devices or other products, accessories, systems or procedures, Clearwire shall (i) provide as much advance notice of the proposed modifications, amendments, changes, updates or supplements as is reasonably possible under the circumstances, (ii) thereafter and to the extent necessary, cooperate with such SIG Party in developing and executing a transition plan to reduce the impact of the proposed modifications, amendments, changes, updates or supplements on such SIG Party and its business, operations and End Users (including considering in good faith alternative means of accomplishing Clearwire’s or any of its Controlled Affiliate’s objectives that would have less of a burden on such SIG Party and its business, operations and End Users) and (iii) use commercially reasonable efforts to address the interoperability and compatibility of such SIG Party’s or its End Users’ Devices or other products, accessories, systems or procedures in

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existence immediately prior to such modification, amendment, change, update or supplement with Clearwire’s or any of its Controlled Affiliate’s operations, equipment, software, procedures, services and infrastructure following such modification, amendment, change, update or supplement (i.e., backwards compatibility) for a commercially reasonable period of time. Any such modification, amendment, change, update or supplement to the Facilities, Clearwire’s or any of its Controlled Affiliate’s operations, equipment, software, procedures or services or the MVNO Operations Manual shall not discriminate against any SIG Party or its businesses or operations relative to Clearwire’s retail operations; provided that in the case of any modifications, amendments, changes, updates or supplements to the MVNO Operations Manual, such modifications, amendments, changes, updates or supplements must be made to the operations manuals of each Other Reseller and each Founding Partner and consistently applied across Clearwire’s resale operations. Subject to Clearwire’s compliance with the foregoing, Clearwire will not be liable to any SIG Party or its End Users if such modifications, amendments, changes, updates or supplements require changes to, updates of or modifications to such SIG Party’s or its End Users’ Devices or other products, accessories, systems or procedures.

        (b) Following any modification, amendment, change, update or supplement to the MVNO Operations Manual in accordance with Section 9.1(a), Clearwire will provide an updated MVNO Operations Manual to each SIG Party. In the event of any conflict between the terms of this Agreement and the terms of the MVNO Operations Manual, the terms of this Agreement will control.

        (c) [*****].

          9.2 Clearwire Network Fraud Detection and Responsibility

Clearwire will apply the same network fraud monitoring procedures used for its or any of its Controlled Affiliate’s retail operations for the SIG Parties and will promptly notify the SIG Parties utilizing the same fraud notification measures Clearwire uses in its direct retail operations.

          9.3 Clearwire’s Reports to the SIG Parties

Clearwire will provide to each SIG Party the reports to be specified in the MVNO Operations Manual and as agreed upon by the Parties.

          9.4 Service Levels; Material Degradation

               9.4.1 Resale Support Systems Service Levels

        (a) Clearwire will provide operational support to each SIG Party as described in Section 6.5. Such operational support provided to each SIG Party will no less favorable (as to such SIG Party) as the operational support provided to any other Founding Partner or any Other Reseller.

        (b) The Parties shall mutually develop and agree upon service levels and remedies for the operational support Clearwire will provide, which shall at all times meet, at a minimum, the operational service levels are described in Schedule 6.5. The agreed upon remedies will be SIG Parties’ sole and exclusive remedies with respect to any failure to meet the defined operational service levels.

               9.4.2 Network Performance Specifications

        (a) From and after the date hereof until the [*****] of the Effective Date (the “Committed Performance Date”), Clearwire shall, and shall cause its Controlled Affiliates to, use commercially reasonable efforts to meet the network performance parameters set forth in Section 2(a) of Schedule 9.4.2(a). Clearwire and the SIG Parties shall, no later than the Committed Performance Date, mutually develop and agree upon (i) the minimum network performance parameters of the Clearwire Network to support the Wireless Broadband Service (the “Network Performance Specifications”) that will be in effect from and after the Committed Performance Date and (ii) the appropriate remedies available to the SIG Parties for the failure of Clearwire and its Controlled Affiliates to achieve the Network Performance Specifications from and after the Committed Performance Date (subject, in each case, to updates or modifications thereof in

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accordance with this Section 9.4.2(a)); provided that it is understood that the Network Performance Specifications in effect from and after the Committed Performance Date shall, at a minimum, meet the specifications set forth in Section 2(b) on Schedule 9.4.2(a); provided, further, that to the extent that Clearwire or any of its Controlled Affiliates enters into any agreement or understanding with any other Person (including any Founding Partner or any of its Controlled Affiliates) that grants such Person network performance parameters of the Clearwire Network for supporting Wireless Broadband Services and/or remedies associated with the failure to meet any such network performance parameters that are more favorable (as to such Person) than the Network Performance Specifications or the remedies referred to in the foregoing clause (ii) then in effect, as applicable, then Clearwire shall promptly (and in any event within 60 days) notify each SIG Party thereof in writing and each SIG Party shall have the right (which right must be exercised within 90 days of receipt of such notice from Clearwire) to substitute such more favorable network performance parameters and/or remedies, as the case may be, for the Network Performance Specifications or such remedies then in effect, as applicable. From and after the Committed Performance Date, Clearwire and its Controlled Affiliates shall operate the Clearwire Network in compliance the Network Performance Specifications then in effect, and the failure to meet such specifications shall result in the application of the remedies described in clauses (ii) above then in effect. On a monthly basis, Clearwire will provide a standard report or set of standard reports describing the performance of the Clearwire Network against the Network Performance Specifications then in effect. Without limiting the foregoing, from and after the determination of the initial Network Performance Specifications to be effective on the Committed Performance Date, Clearwire shall, in cooperation with the SIG Parties, ensure that the Network Performance Specifications evolve properly over time to support enhanced services over the Clearwire Network and to keep pace with technological developments, new competitive product offerings and emerging industry standards.

        (b) Notwithstanding any other provision of this Section 9.4.2, this Section 9.4.2 and any remedies for failing to achieve the Network Performance Specifications will not apply to, or in the event of:(1) circumstances caused by acts or omissions outside of Clearwire’s control including acts and omissions by third parties, a SIG Party or any of their respective agents, representatives, designees or vendors; (2) Force Majeure Events; (3) a SIG Party or a SIG Party’s failure to materially comply with its obligations as defined in the Agreement; (4) scheduled standard maintenance windows; or (5) failure or problems caused by any components outside the Clearwire Network or outside of Clearwire’s or any of its Controlled Affiliate’s reasonable control.

          9.5 Certain Information

Clearwire shall provide each SIG Party (other than Google) with the same information provided to Google Inc. (a) pursuant to item 7 of Rider I of the Google Products and Services Agreement to be entered into on the Effective Date between Google Inc. and Clearwire (as such item 7 may be amended, modified, supplemented or replaced from time to time) or (b) otherwise relating to network status, network changes (e.g., tower changes), network usage or aggregate end user information, in each case at the same time such information is provided to Google Inc.

     10. Limitations of Warranties and Liabilities

          10.1 No Warranties

Except as otherwise set forth in this Agreement, no Party makes any warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Except as otherwise set forth in this Agreement, Clearwire makes no warranties, express or implied, regarding the Wireless Broadband Service or, if applicable, any equipment, product or other good provided by Clearwire. In addition, all implied warranties are disclaimed, including any warranties of merchantability, fitness for a particular purpose or use. Each SIG Party acknowledges that Clearwire is not, as of the date of the Effective Date, the manufacturer of any equipment or Devices.

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          10.2 Limitations on Liability

               10.2.1 Liability Limit

EXCEPT FOR ANY PARTY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL CLEARWIRE’S CUMULATIVE LIABILITY, ON THE ONE HAND, OR THE SIG PARTIES’ CUMULATIVE LIABILITY, ON THE OTHER HAND, ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (1) [*****]; AND (2) AN AMOUNT EQUAL TO THE TOTAL REVENUE PAID TO CLEARWIRE [*****] DURING THE PERIOD FROM THE EFFECTIVE DATE THROUGH THE MONTH PRIOR TO THE MONTH IN WHICH DAMAGES ARE SOUGHT.

               10.2.2 Certain Exceptions

NOTWITHSTANDING ANYTHING IN SECTION 10.2.1 TO THE CONTRARY, NOTHING IN SECTION 10.2.1 SHALL, OR IS INTENDED TO, LIMIT ANY LOSSES OR EXPENSES THAT ARISE OUT OF OR ARE RELATED TO (A) FRAUD, (B) WILLFUL BREACH OF THIS AGREEMENT, (C) A BREACH OF SECTION 11 (INTELLECTUAL PROPERTY) OR SECTION 15 (CONFIDENTIALITY) OR (D) ANY CLAIM FOR WHICH ANY PARTY HAS AGREED TO INDEMNIFY ANY OTHER PARTY PURSUANT TO SECTION 12.2, AND NO AMOUNTS PAYABLE IN RESPECT OF THE FOREGOING SHALL COUNT AGAINST THE AMOUNT SET FORTH IN SECTION 10.2.1.

     11. Intellectual Property

          11.1 Trade Name, Trade Marks and Service Marks

               11.1.1 Clearwire’s Rights

As between the Parties, each SIG Party recognizes the right, title and interest of Clearwire and its Controlled Affiliates in and to all service marks, trademarks, and trade names owned and used in connection with the service and products sold by Clearwire and its Controlled Affiliates (“Clearwire Marks”). No SIG Party will engage in any activities or commit any acts, directly or indirectly, that contest, dispute, or otherwise impair, or that may contest, dispute or otherwise impair the right, title or interest of Clearwire and its Controlled Affiliates therein. Each SIG Party acknowledges and agrees that nothing in this Agreement grants such SIG Party the right to use and such SIG Party agrees that it will not use any Clearwire Mark or any service mark, trademark, or trade name that is confusingly similar to or a colorable imitation of any of the Clearwire Marks and will not incorporate the Clearwire Marks into any service mark, trademark, trade name or domain name used or developed by such SIG Party. No SIG Party acquires or claims any right, title or interest in or to the Clearwire Marks through purchase of the Wireless Broadband Service, the provision of MVNO Service or otherwise. Notwithstanding the foregoing, to clarify its relationship with Clearwire, each SIG Party may use the Clearwire Marks with Clearwire’s prior written approval. Nothing in this Section 11.1.1 will prevent any SIG Party from contesting or disputing any Clearwire Marks that violate the provisions of Section 11.1.2.

               11.1.2 SIG Party Rights

Clearwire recognizes the right, title and interest of each SIG Party and its Controlled Affiliates in and to all service marks, trademarks, and trade names used in connection with the service and products sold by such SIG Party and its Controlled Affiliates (“SIG Party Marks”). Clearwire will not engage in any activities or commit any acts, directly or indirectly, that contest, dispute, or otherwise impair, or that may contest, dispute or otherwise impair the right, title or interest of any SIG Party and its Controlled Affiliates therein. Clearwire acknowledges and agrees that nothing in this Agreement grants Clearwire the right to use and Clearwire agrees that it will not use any SIG Party Mark or any service mark, trademark, or trade name that is confusingly similar to or a colorable imitation of any of the SIG Party Marks and will not incorporate the SIG Party Marks into service mark, trademark, trade name or domain name used or developed by Clearwire. Clearwire does not acquire or claim any right, title or interest in or to the SIG Party Marks through sale of the Wireless Broadband Service or products or otherwise. Nothing in this Section 11.1.2 will prevent Clearwire from contesting or disputing any SIG Party Marks that violate the provisions of Section 11.1.1.

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               11.1.3 Remedies for Violations

The limitations in Section 10.2 do not apply to either Party’s violations of this Section 11.1. If any Party violates or threatens to violate this Section 11.1, Clearwire or the applicable SIG Party, as the case may be, may exercise any right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute. Each Party agrees that damages for violations of this Section 11.1 may be difficult to ascertain or inadequate and that if any Party violates or threatens to violate Section 11.1, Clearwire or the applicable SIG Party, as the case may be, may suffer irreparable harm and therefore may seek injunctive relief in addition to any other right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute. The Party that violates or threatens to violate Section 11.1 will not raise the defense of an adequate remedy at law.

          11.2 Other Intellectual Property

               11.2.1 Limited License

During the Term (including any Phase-Out Period) applicable to any SIG Party, Clearwire grants to each SIG Party a limited, non-exclusive, non-transferable license to use Clearwire’s Intellectual Property only as necessary to provide MVNO Service as contemplated by this Agreement.

               11.2.2 Ownership

Each Party retains all rights, title, and interest to its own Intellectual Property, and unless expressly stated in this Agreement, nothing is to be construed as a transfer or license of such rights, title and interest.

     12. Indemnification

          12.1 SIG Party Indemnification

Each SIG Party, severally and not jointly, shall defend, indemnify and hold Clearwire and its Controlled Affiliates and their respective directors, officers, agents and employees (each, a “Clearwire Indemnitee”) harmless from and against all claims, damages, losses, liabilities, costs and expenses, including reasonable attorney’s fees and court costs, in connection with any action, suit or proceeding (including any indirect, incidental or consequential damages or lost profits, but excluding any exemplary or punitive damages except to the extent the same are awarded to a Person in any judgment with respect to which an Indemnifying Person is obligated to indemnify an Indemnified Person pursuant to this Section 12) (collectively “Damages”) incurred or suffered by any Clearwire Indemnitee arising out of any Claim against a Clearwire Indemnitee by any Person who is not a Party (or a successor to a Party) to this Agreement and resulting from (a) any breach of such SIG Party’s obligations, representations or warranties under this Agreement, (b) willful misconduct by such SIG Party or any of its Controlled Affiliates, (c) negligent acts or omissions by such SIG Party or any of its Controlled Affiliates in connection with (i) such SIG Party’s performance of its obligations hereunder or (ii) the provision of MVNO Service by such SIG Party or any of its Controlled Affiliates hereunder (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by such SIG Party pursuant to any of clauses (a) through (e) of Section 12.2); (d) any violation of Applicable Law arising from an act or omission of such SIG Party or any of its Controlled Affiliates with respect to the provision of MVNO Service by such SIG Party or any of its Controlled Affiliates to its End Users (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by such SIG Party pursuant to clause (d) or (e) of Section 12.2) or (e) any allegation that any products or services provided by any SIG Party to its End Users under this Agreement (including any processes in connection therewith) infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by such SIG Party pursuant to clause (e) of Section 12.2).

          12.2 Clearwire’s Indemnification

Clearwire shall defend, indemnify and hold each SIG Party and its Controlled Affiliates and their respective directors, officers, agents and employees (each, a “SIG Party Indemnitee”) harmless from

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and against all Damages incurred or suffered by any SIG Party Indemnitee arising out of any Claim against a SIG Party Indemnitee by any Person who is not a Party (or a successor to a Party) to this Agreement and resulting from (a) any breach of Clearwire’s obligations, representations or warranties under this Agreement, (b) willful misconduct by Clearwire or any of its Controlled Affiliates, (c) negligent acts or omissions by Clearwire or any of its Controlled Affiliates in connection with (i) its performance of its obligations hereunder or (ii) the provision of Wireless Broadband Service by Clearwire or any of its Controlled Affiliates to SIG Parties (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by Clearwire pursuant to clause (a) through (e) of Section 12.1), (d) any violation of Applicable Law arising from an act or omission of Clearwire or any of its Controlled Affiliates with respect to the Wireless Broadband Service provided by Clearwire or its Controlled Affiliates (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by Clearwire pursuant to clause (d) or (e) of Section 12.1) or (e) any allegation that any products or services provided by Clearwire to any SIG Party under this Agreement (including any content transmitted or processes used in connection therewith) infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person (other than to the extent such Damages have resulted from any acts, omissions or other matters for which indemnification may be sought by Clearwire pursuant to clause (e) of Section 12.2); provided that, for purposes of this clause (e), such products or services are utilized by such SIG Party or its Controlled Affiliates, representatives or agents in the manner intended to be utilized pursuant to this Agreement).

          12.3 Indemnification Procedures

        (a) A Party seeking indemnification pursuant to this Agreement (the “Indemnified Party”) shall give prompt written notice of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought under Section 12.1 or Section 12.2, as applicable (a “Claim”), to the Party from which indemnification is sought (the “Indemnifying Party”); provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that such failure results in the failure of actual notice and the Indemnifying Party is materially prejudiced as a result of such failure.

        (b) The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such Claim, with counsel of the Indemnifying Party’s choosing (provided such counsel is a nationally recognized law firm), and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary for the defense and settlement of the claim. The Indemnified Party will have the right to retain separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel will be at the expense of the Indemnified Party; provided that the Indemnified Party shall have the right to employ, at the Indemnifying Party’s expense, one counsel of its choice in each applicable jurisdiction (if more that one jurisdiction is involved) to represent the Indemnified Party if (i) the retention of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party; or (ii) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action; provided, further, that if the Indemnifying Party has not in fact retained counsel to assume the defense of the action within a reasonable time following receipt of the notice given pursuant to Section 12.3(a), or otherwise fails, in the reasonable judgment of the Indemnified Party, to otherwise adequately prosecute or pursue such defense, in each case, within 30 days following written notice of such failure by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend such Claim on behalf of and for the account and risk of the Indemnifying Party.

        (c) An Indemnifying Party will not be liable for any settlement of any Claim effected without its written consent (which consent will not be unreasonably withheld, delayed, or conditioned). Without the written consent of the Indemnified Party, an Indemnifying Party will not consent to the entry of any judgment or enter into any settlement of any Claim that (A) imposes obligations on the Indemnified Party or any of its Controlled Affiliates other than the payment of money damages that will be paid by the Indemnifying Party, (B) does not include as an unconditional term thereof, a complete and unconditional release of each Indemnified Party

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potentially affected by such Claim, (C) arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or an admission or acknowledgment of, any liability or wrongdoing (whether in contract or otherwise) on the part of the Indemnified Party or any of its Controlled Affiliates, or (D) without limiting clause (A) above, encumbers any of the assets of any Indemnified Party or any of its Controlled Affiliates or includes any injunctive or equitable relief, including any restriction or condition that would apply to or materially adversely affect any Indemnified Party or any of its Controlled Affiliates or the conduct of any of their respective businesses.

     13. Termination and Transition Assistance

          13.1 Clearwire Termination Rights

        (a) Clearwire has the right to terminate this Agreement in its entirety at any time with respect to any SIG Party under any of the following circumstances, by giving written notice to such SIG Party (which notice shall be simultaneously delivered to each other SIG Party then party to this Agreement):

        (i) such SIG Party fails to make a payment of money when due (other than any payment that is being disputed in good faith by such SIG Party or on its behalf under Section 7.6 with respect to disputes of amounts due and owing under this Agreement), which failure continues for more than 30 days after written notice of such failure to pay;

        (ii) such SIG Party commits a material breach of this Agreement, which breach is not cured by such SIG Party within 30 days after written notice detailing such breach is provided to such SIG Party; provided, however, that if the breach is of a type that cannot be cured within the 30 day period or cannot be cured within 30 days because of circumstances beyond such SIG Party’s control, then the period for cure will be extended if such SIG Party proceeds with reasonable diligence, but in no event beyond 180 days after written notice;

        (iii) such SIG Party commences the dissolution, liquidation and winding up of its affairs or otherwise ceases to function as a going concern;

        (iv) such SIG Party admits in writing its inability to pay its debts as they become due;

        (v) such SIG Party (x) institutes a voluntary proceeding, or becomes the subject of an involuntary proceeding which involuntary proceeding is not dismissed within 60 days, under any bankruptcy act, insolvency law or any law for the relief of debtors, (y) has a receiver appointed to manage its affairs, which appointment is not dismissed, vacated or stayed within 60 days, or (z) executes a general assignment for the benefit of creditors; and

        (vi) with respect to Intel only (in its capacity as a SIG Party), if Clearwire has the right to terminate the Intel Commercial Agreement under Section 33.1 of the Intel Commercial Agreement, as a result of the occurrence of an Event of Default (as that term is defined in the Intel Commercial Agreement) that has not been cured by Intel pursuant to the provisions of Section 33.1 of the Intel Commercial Agreement.

        (b) For the avoidance of doubt, in instances in which Clearwire’s right to terminate this Agreement under this Section 13.1 arises by reason of the actions of or with respect to a particular SIG Party, such right shall apply only with respect to that particular SIG Party.

          13.2 SIG Party Termination Rights

        (a) Each SIG Party has the right to terminate this Agreement in its entirety at any time under any of the following circumstances, by giving written notice to Clearwire (which notice shall be simultaneously delivered to each other SIG Party then party to this Agreement):

        (i) Clearwire commits a material breach of this Agreement, which breach is not cured by Clearwire within [*****] after written notice detailing such breach is provided to Clearwire; provided, however, that if the breach is of a type that cannot be cured within the [*****] period or cannot be cured within [*****] because of circumstances beyond Clearwire’s control, then the

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period for cure will be extended if Clearwire proceeds with reasonable diligence, but in no event beyond [*****] after written notice;

        (ii) Clearwire commences the dissolution, liquidation and winding up of its affairs or otherwise ceases to function as a going concern;

        (iii) Clearwire admits in writing its inability to pay its debts as they become due;

        (iv) Clearwire (x) institutes a voluntary proceeding, or becomes the subject of an involuntary proceeding which involuntary proceeding is not dismissed within [*****], under any bankruptcy act, insolvency law or any law for the relief of debtors, (y) has a receiver appointed to manage its affairs, which appointment is not dismissed, vacated or stayed within [*****], or (z) executes a general assignment for the benefit of creditors.

        (b) For the avoidance of doubt, if any SIG Party exercises any termination right pursuant to Section 13.2(a) or 13.3(a), the resulting termination of this Agreement shall be effective solely with respect to such SIG Party and not any other SIG Party.

          13.3 Clearwire Change of Control

        (a) Any SIG Party may terminate this Agreement as to itself if a Change of Control is consummated, by giving written notice to Clearwire during the [*****] period beginning on the date such Change of Control is consummated. In addition, upon Clearwire entering into a definitive agreement with respect to, or if earlier, the consummation of, any Change of Control, each SIG Party shall be entitled to the rights and remedies described in Section 13.5. Clearwire will give each SIG Party prompt notice of the entering into of the definitive agreement for, and of the consummation of, any Change of Control.

        (b) The termination rights set forth in subsection (a) above will not apply with respect to a Change of Control pursuant to which Sprint or any of its Controlled Affiliates is the surviving entity or otherwise the controlling party.

          13.4 Sale of License or Loss of Market

        (a) Clearwire and its Controlled Affiliates may propose to enter into a definitive agreement for, or otherwise consummate, a sale, transfer, license, lease or other disposition of any BRS license and/or lease of excess capacity on any EBS or BRS license (each a “Disposed License”) covering all or any portion of a Market such that Clearwire and its Controlled Affiliates will no longer provide, or have the capability of providing, Wireless Broadband Services in that Market in a manner consistent with the Wireless Broadband Services then made available in other Markets (as opposed to a sale, transfer, or other distribution of a spectrum license which Clearwire deems to be excess capacity, or a spectrum license which when aggregate with all other spectrum licenses held by Clearwire does not result in Clearwire having the necessary spectrum to launch or support commercial Wireless Broadband Services in that Market) (each such transaction, a “Sale of License”). In the event of a Sale of License in a Market or portion thereof, Clearwire shall use its commercially reasonable efforts to cause such purchaser of such Disposed License to enter into a written agreement with the SIG Parties then party to this Agreement pursuant to which such purchaser will provide [*****] written agreement, a “Service Assumption Agreement”).

        (b) In connection with any proposed Sale of License, if a Service Assumption Agreement is not entered into by the proposed purchaser and the SIG Parties, then, prior to entering into a definitive agreement with respect to such Sale of License, Clearwire shall provide a written notice, attaching a summary of all of the material terms and conditions of the proposed Sale of License (“Sale Proposal”), to the SIG Parties then party to this Agreement offering such Persons the collective right to purchase the Disposed License(s) that are the subject of such Sale of License on the terms and conditions set forth in the Sale Proposal. Such SIG Parties (or a subset thereof) may within [*****] of receipt of such notice notify Clearwire in writing that they have elected to purchase such Disposed License(s) and, unless Clearwire and such SIG Parties otherwise mutually agree, purchase such Disposed License(s) on the terms and conditions set forth in the Sale Proposal; provided that to the extent that such SIG Parties are incapable of complying with the terms of the Sale Proposal, Clearwire shall, upon the request of such SIG

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Parties, agree to substantially similar terms and conditions with such SIG Parties. If such SIG Parties (or a subset thereof) elect to purchase such Disposed License(s), Clearwire and such SIG Parties (or a subset thereof) shall as promptly as reasonably practicable, but in no event later than [*****], after the receipt by Clearwire of such election notice enter into a definitive agreement on the terms described above and, thereafter, consummate such purchase within [*****] from the date Clearwire received such election notice. If (i) the SIG Parties (or any subset thereof) do not timely elect to purchase such Disposed License(s) within the [*****] described above, (ii) the SIG Parties (or any subset thereof) do timely make such election, but no binding agreement is entered into within the [*****] described above (except to the extent the delay in entering such binding agreement is due to the acts or omissions of Clearwire or any of its Controlled Affiliates), or (iii) a binding agreement is entered into within such [*****] period, but the purchase of the Disposed License(s) is not consummated within the [*****] period described above (except to the extent the delay in such consummation is due to the acts or omissions of Clearwire or any of its Controlled Affiliates), then Clearwire shall have a [*****] period commencing on the earliest of occur of the foregoing clauses (i), (ii) and (iii) during which it may consummate a Sale of License of such Disposed License(s) to such proposed purchaser on terms and conditions (including price) which are the same or more favorable to Clearwire than the terms and conditions proposed by Clearwire in the notice referred to in the first sentence of this paragraph (b). The Parties agree that each SIG Party’s rights pursuant to this Section 13.4(b) shall be assignable at any time by such SIG Party to any of its Controlled Affiliates.

        (c) In no event shall Clearwire enter into a definitive agreement with respect to a Sale of License (i) with any purchaser as to which a Services Assumption Agreement is not entered into if such purchaser were to assume, in connection with such Sale of License, Clearwire’s obligations to provide Wireless Broadband Services to any Other Reseller or (ii) with Sprint or any of its Controlled Affiliates unless a Services Assumption Agreement is entered into.

        (d) If at any time during the Term (including any Phase-Out Period) (i) any BRS or EBS license held by Clearwire or any of its Controlled Affiliates is cancelled, terminated, rescinded, annulled, revoked, suspended or otherwise limited, and as a result thereof Clearwire is no longer lawfully permitted to provide the Wireless Broadband Services in any Market (or portion thereof) or (ii) a Sale of License is consummated, then, in connection with any such event, (A) each SIG Party then a party to this Agreement will be entitled to the same rights, and subject to the same obligations, available to Clearwire or any Other Reseller with respect to the applicable Market or portion thereof (including any roaming rights granted to Clearwire, any Founding Partner or any Other Reseller in connection with such Sale of a License) and (B) the restrictions and limitation set forth in Section 14.1 shall terminate in full solely with respect to those End Users of each SIG Party whose account addresses are located within the Market or portion thereof to which such event relates.

          13.5 SIG Party Rights and Remedies Upon the Occurrence of Certain Events

        (a) Immediately upon (i) Clearwire entering into a definitive agreement with respect to, or if earlier, the consummation of, a Change of Control pursuant to which Clearwire has or will become an Affiliate of a Restricted Entity or (ii) the termination of this Agreement by any SIG Party pursuant to Section 13.2(a) or 13.3(a) (it being understood that Clearwire shall provide each SIG Party with prompt notice that such an event has occurred), the restrictions and limitations set forth in Section 14.1 shall terminate in full without any action being required on the part of any Party (including any exercise by any SIG Party of any related termination right hereunder).

        (b) Immediately upon Clearwire entering into a definitive agreement with respect to, or if earlier, the consummation of a Change of Control pursuant to which Clearwire has or will become an Affiliate of a Restricted Entity the restriction and limitation set forth in Section 2.3.7 shall terminate in full with respect to each SIG Party (but not with respect to Clearwire).

          13.6 Length of and Duties During the Phase-Out Period

        (a) With respect to any SIG Party, upon the expiration of the Term applicable to such SIG Party or upon the early termination of this Agreement as to such SIG Party, Clearwire shall

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continue to provide the Wireless Broadband Service to such SIG Party for the duration of the applicable phase-out period (each, a “Phase-Out Period”) set forth below:

(i)	upon expiration of the Term, the Phase-Out Period will be [*****] after the expiration date;
(ii)	the Phase-Out Period for termination under Section 13.1(a)(i) is [*****] after the date of the notice of termination;
(iii)	the Phase-Out Period for termination under Section 13.1(a)(ii), 13.1(a)(iii), 13.1(a)(iv), 13.1(a)(v) or 13.1(a)(vi) is [*****] after the date of the notice of termination;
(iv)	the Phase-Out Period for termination under Section 13.2(a) or 13.3(a) is [*****] after the date of the notice of termination;
(v)	the Phase-Out Period for termination under Section 17.16 is [*****] after the date of the notice of termination; provided that if Clearwire is the Frustrated Party and the Force Majeure Event interferes with Clearwire’s ability to perform the Transition Assistance during the pendency of the Phase-Out Period, the Phase-Out Period shall be extended on a day-for-day basis for each day for which the Force Majeure Event interferes with Clearwire’s ability to perform the Transition Assistance

        (b) During any Phase-Out Period, the restrictions applicable to each SIG Party pursuant to Section 14.1(a) will no longer apply.

        (c) During any Phase-Out Period with respect to a SIG Party, such SIG Party will be permitted to add End Users at any time during the Phase-Out Period, subject to the following limitations:

(i)	if the termination occurred under Section 13.1(a)(i) or 13.1(a)(ii), such SIG Party will not be permitted to add End Users [*****]; and
(ii)	if the termination occurred under Section 13.4, such SIG Party will be permitted to add End Users only until the longer to occur of (i) the first [*****] of the Phase-Out Period and (ii) such time as Clearwire is no longer permitted to add subscribers, contractually or otherwise.

        (d) During any Phase-Out Period, except as expressly set forth in this Agreement, the provisions of this Agreement (including the pricing guidelines set forth on Schedule 7.1 hereto) shall continue to apply to the same extent as though this Agreement had not expired or terminated, except that each SIG Party with respect to which such Phase-Out Period applies shall cease to have any rights pursuant to Section 2.2.3 (solely with respect to Complex Non-Standard Network Services) and Section 2.2.4. Except as otherwise provided in this Agreement, at the end of the Phase-Out Period, Clearwire may terminate the Wireless Broadband Service and the End Users on the Clearwire Network without incurring any liability.

          13.7 Effect of Termination

Termination of this Agreement is without prejudice to any other right or remedy of the Parties under this Agreement. Termination of this Agreement with respect to any Party under any circumstance does not release such Party from any liability which, at the time of termination, is owed to any other Party, or which may be owed in respect of any act or omission prior to termination or from any obligation which is expressly stated to survive the termination. Following any termination of this Agreement with respect to any SIG Party, such SIG Party will remain responsible for its obligations to its agents and its End Users.

          13.8 Transition Assistance

        (a) At the request of any SIG Party at any time, including during any Phase-Out Period, Clearwire will use commercially reasonable efforts to assist such SIG Party in the orderly migration of such SIG Party’s End Users (including in connection with a mass migration) to a successor provider designated by such SIG Party (the “Transition Assistance”). Clearwire and such SIG Party shall each use its commercially reasonable efforts to effect such transition as

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efficiently and expeditiously as possible, and, in furtherance thereof, shall agree upon a transition plan that will specify (i) the minimum number of End Users to be ported on a daily or weekly basis and (ii) adequate procedures (including the making available by Clearwire of adequate personnel, support and other resources) for testing the efficacy of the transition process with respect to the affected End Users. If Clearwire and such SIG Party are unable to agree upon a transition plan within [*****] of the request of such SIG Party referred to in the first sentence of this paragraph (a), then the dispute(s) with respect to the transition plan shall be resolved by arbitration pursuant to Section 17.8 following the submission of such dispute(s) to dispute resolution pursuant to Section 17.7. The Third-Party Expert resolving such arbitration will into account all relevant factors, including the capabilities of Clearwire and such SIG Party, the successor provider’s capacity and ability to support the transition and industry standards and guidelines.

        (b) Each party will bear its own costs associated with the Transition Assistance; provided that if (i) the applicable Phase-Out Period commences as a result of a termination of this Agreement by Clearwire under Section 13.1(a)(i) or 13.1(a)(ii), the applicable SIG Party shall be responsible for all reasonable, out-of pocket expenses incurred by Clearwire or any of its Controlled Affiliates in providing the Transition Assistance and (ii) the applicable Phase-Out Period commences as a result of a termination of this Agreement by a SIG Party under Section 13.2(a)(i), Clearwire shall be responsible for all reasonable, out-of pocket expenses incurred by such SIG Party or any of its Controlled Affiliates in connection with the transition of its End Users.

     14. End User Related Obligations and Restrictions

          14.1 Wireless Broadband Service Coverage

In the case of any MSO Party, if at any time during the Term, the Wireless Broadband Service ceases to cover at least [*****]% of the largest number of cable homes passed of such MSO Party and its Controlled Affiliates previously covered by the Wireless Broadband Service the restrictions and limitations set forth in Section 14.2 shall terminate in full without any action being required on the part of any Party (including any exercise by any SIG Party of any related termination right hereunder). In the case of any Party, if at any time during the Term, the Wireless Broadband Service ceases to cover at least [*****]% of the population in the United States previously covered by the Wireless Broadband Service the restrictions and limitations set forth in Section 14.2 shall terminate in full without any action being required on the part of any Party (including any exercise by Google of any related termination right hereunder).

          14.2 SIG Party Restrictions Relating to End User Migration

Each SIG Party agrees that except as otherwise provided in this Agreement, during the Term (but excluding any Phase-Out Period) applicable to such SIG Party:

        (a) As long as a SIG Party’s total number of End Users purchasing MVNO Services represent less than the Applicable Percentage of the total number of end user customers on the Clearwire Network (including the End Users of the SIG Parties, Clearwire Retail Customers and end user customers of Other Resellers), such SIG Party shall be free to transfer its End Users to any non-Clearwire Network. The “Applicable Percentage” will mean: [*****].

        (b) During the Term (not including any Phase-Out Period), as long as a SIG Party’s total End Users represent at least such SIG Party’s Applicable Percentage of the total number of end user customers on the Clearwire Network (including the End Users of the SIG Parties, Clearwire Retail Customers and end user customers of Other Resellers), such SIG Party agrees that:

(i) it will not use any End User Data to direct its marketing or distribution efforts specifically or intentionally to its End Users (as a targeted group) for any wireless broadband service over a wireless network that is not a Clearwire Network (a, “Competitive Wireless Service”); provided that, for the avoidance of doubt, any services offered over the Sprint Network shall not be deemed to be a Competitive Wireless Service; provided, further, that none of the following shall constitute a violation of this Section 14.2(b)(i):

(A) [*****];

(B) [*****]; and

(C) [*****],

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(ii)

it will not offer to its existing End Users any incentive, discount, rebate, credit, price reduction or similar benefit with respect to any Competitive Wireless Service that is not offered to the general public who are not existing End Users of the relevant SIG Party; provided that such SIG Party may offer such an incentive, discount, rebate, credit, price reduction or similar benefit to any End User who [*****]; and

(iii)

it will not transfer or otherwise move all or any portion of its End Users to a wireless network that is not the Clearwire Network, if, following such transfer or move, such End Users would cease to be purchasers of such SIG Party’s MVNO Service, other than [*****].

        (c) The restrictions described in Section 14.2(b) will terminate with respect to any SIG Party in their entirety on the [*****] of the date that such SIG Party delivers written notice of its intent to transfer its End Users (such notice, the “Transfer Intent Notice”), in whole or in part, to a wireless network that is not a Clearwire Network; provided that such SIG Party shall have the right, at its option, to terminate the restrictions set forth in Section 14.2(b) applicable to such SIG Party at any time from and after the date set forth in the Transfer Intent Notice as the initial date on which such SIG Party intends to commence migrating customers from the Clearwire Network (such date, the “Migration Commencement Date”) upon [*****]:

(i)	[*****].
(ii)	[*****].
(iii)	[*****].
(iv)	“Transfer Restrictions Termination Fee” means, [*****].

        [*****].

          14.3 Use Restrictions

Without limiting Section 15, (i) Clearwire agrees not to, and agrees to cause its Controlled Affiliates and its and their respective Representatives not to, use any End User Data (or any information derived therefrom) to solicit, advertise, promote or market wireless services to any SIG Party’s End Users and (ii) each SIG Party agrees not to, and agrees to cause its Controlled Affiliates and its and their respective Representatives not to, use any Customer Data (or any information derived therefrom) to solicit, advertise, promote or market wireless services to any Customers. Notwithstanding Section 15.6 to the contrary, this Section 14.2 shall survive the termination, cancellation or expiration of this Agreement indefinitely.

          14.4 Relief

The Parties agree that damages for violations of Section 14 may be difficult to ascertain or inadequate and that if any Party violates or threatens to violate Section 14, the non-breaching Party may suffer irreparable harm and therefore may seek injunctive relief in addition to any other right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute.

     15. Confidentiality

          15.1 Definition

        (a) “Confidential Information” means: (i) the terms and conditions of this Agreement, as well as the discussions, negotiations, communications and proposals related to this Agreement; (ii) Customer Data or End User Data; (iii) all trade secrets, confidential or proprietary data, software, other similar technical information; and (iv) any and all other non-public or proprietary information (whether written, visual or oral) of a Party or any of its Controlled Affiliates (the “Disclosing Party”) which has come into the possession or knowledge of any other Party (each, a “Receiving Party”) in the course of negotiating, entering into or performing this

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Agreement, including information relating to: (A) the Disclosing Party’s planned or existing computer systems and systems architecture, including computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods; (B) the Disclosing Party’s sales, profits, pricing, organizational structure and restructuring, new business initiatives and finances; (C) the Disclosing Party’s services and products, product designs, and how such products are administered and managed; (D) the Disclosing Party’s product strategies, interpretations, positions and treatment of any item; and (E) confidential information of third parties with which the Disclosing Party conducts business.

        (b) Notwithstanding the foregoing, “Confidential Information” does not include information or material which:

(i)	is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party, any of its Controlled Affiliates or any of their respective officers, directors, employees, agents or representatives (collectively, “Representatives”);
(ii)	is or was known to the Receiving Party, any of its Controlled Affiliates or any of their respective Representatives on a non-confidential basis, as evidenced by its contemporaneous written records;
(iii)	is or becomes available to the Receiving Party, any of its Controlled Affiliates or any of their respective Representatives from a Person other than the Disclosing Party, any of its Controlled Affiliates or any of their respective Representatives which is not, to the best of the Receiving Party’s knowledge, subject to any legally binding obligation to keep such information confidential;
(iv)	is at any time independently developed by the Receiving Party, any of its Controlled Affiliates or any their respective Representatives without any use of or reference to the Confidential information, as evidenced by its contemporaneous written records; or
(v)	is expressly authorized in writing to be disclosed by the Disclosing Party.

          15.2 Restrictions

        (a) Each Receiving Party, any of its Controlled Affiliates and any of their respective Representatives shall keep all of Confidential Information of a Disclosing Party strictly confidential, and shall not disclose such Information in any manner whatsoever, in whole or in part, without the prior written consent of such Disclosing Party. Each Receiving Party shall not use Confidential Information of a Disclosing Party for any purpose other than as reasonably necessary for the performance of its duties pursuant to this Agreement, without the prior written consent of such Disclosing Party.

        (b) Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of a Disclosing Party:

(i)

upon the advice of legal counsel that such disclosure is required by Applicable Law (including applicable securities law), a court order by a court of competent jurisdiction, or the rules of any stock exchange or quotation system on which the Receiving Party’s or any its Controlled Affiliates’ shares are traded, or by any other Governmental Authority; provided that such Receiving Party must give the Disclosing Party as much notice thereof as reasonably practicable and make reasonable efforts to obtain confidential treatment of such information;

(ii)

to its Controlled Affiliates and Representatives who need to know such Confidential Information in order to carry out the purposes described in this Agreement; provided that (i) such Receiving Party shall inform, as applicable, its Controlled Affiliates and Representatives of the confidential nature of the Confidential Information and (ii) such Receiving Party shall be responsible for any breach of this Section 15.2 by any of its Controlled Affiliates or Representatives;

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(iii)	in the case of any SIG Party, to Persons engaged in discussions with such SIG Party and/or any of its Controlled Affiliates regarding the sale, transfer or other divesture of any Divested Business; provided that such Person is bound by obligations of confidentiality with respect to such Confidential Information substantially similar to those contained in this Section 15.2; and provided, further, that such Receiving Party will disclose only so much of such Confidential Information to a potential acquiring entity of such Divested Business as is reasonable in light of the context of the transaction under consideration;
(iv)	in the case of Clearwire, to Persons (other than any Restricted Entity) considering equity investments or the provision of debt to Clearwire or Persons (other than any Restricted Entity) acquiring Clearwire, its Ultimate Parent or any Controlled Affiliates or any portions of the Clearwire Network from Clearwire, provided that such Person is bound by obligations of confidentiality with respect to such Confidential Information substantially similar to those contained in this Section 15.2; and provided, further, that such Receiving Party will disclose only so much of such Confidential Information in these circumstances as is reasonable in light of the context of the transaction under consideration;
(v)	to manufacturers, Device fulfillment vendors or other vendors in connection with arrangements relating to products or services to be supplied by such manufacturers or vendors solely to the extent necessary to carry out the purposes described in this Agreement; provided that such Person is bound by obligations of confidentiality with respect to the Confidential Information substantially similar to those contained in this Section 15.2; or
(vi)	to enforce any rights or defend any claims hereunder; provided that such disclosure is relevant to the enforcement of such rights or the defense of such claims and is only disclosed in formal proceedings (including any arbitration proceeding) related thereto and provided that such Receiving Party must give the Disclosing Party as much notice thereof as reasonably practicable and make reasonable efforts to obtain confidential treatment of such information.

        (c) In addition, with respect to any Confidential Information received by any SIG Party from Clearwire or any of its Controlled Affiliates, such SIG Party may disclose such Confidential Information to any other SIG Party, in which case such other SIG Party shall be deemed to be a Receiving Party hereunder (and not a Representative of the disclosing SIG Party) with respect to such Confidential Information and shall be bound by the terms of this Agreement as if such Confidential Information were received by such other SIG Party directly from Clearwire or any of its Controlled Affiliates.

        (d) Notwithstanding anything in this Section 15 to the contrary, each Party will be free to use Residuals resulting from access to or work with Confidential Information; provided that such Party retains the confidentiality of such information as provided in this Section 15. The term “Residuals” means information in an intangible form, that consists of general knowledge, ideas, concepts, know-how, professional skills, work experience or techniques (but not specific implementations) that is retained in the unaided memories of Persons who have had access to the Confidential Information pursuant to the terms of this Agreement, but does not include customer lists, End User Data, Customer Data, any information on any Quarterly Roadmaps delivered under this Agreement and information about any other Party’s costs. A Person’s memory is unaided if the Person has not intentionally memorized the information or reduced it to a tangible form for the purpose of retaining and subsequently using or disclosing the information. No Party will be obligated to limit or restrict the assignment of such Persons or pay royalties for any work resulting from the use of Residuals; provided, however, that the right to use Residuals as set forth above does not represent a license under any patents or copyrights of the Disclosing Party.

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          15.3 Return

Confidential Information shall be deemed the property of the Disclosing Party, and each Receiving Party will, upon receipt of a written request from the Disclosing Party, return all Confidential Information received in tangible form to the Disclosing Party, or, at the Disclosing Party’s option and to the extent permitted by Applicable Law, destroy all such Confidential Information and all copies thereof in any media or documents containing Confidential Information.

          15.4 Care

In furtherance of the provisions of this Section 15, each Receiving Party shall use the same degree of care to prevent any unauthorized use or disclosure of a Disclosing Party’s Confidential Information that such Receiving Party uses with respect to its own Confidential Information, but in no event with less than reasonable care.

          15.5 Relief

Each Receiving Party acknowledges that the disclosure of Confidential Information in breach of the terms of this Section 15 may cause a Disclosing Party irreparable injury for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each Receiving Party acknowledges that a Disclosing Party, upon a disclosure or threatened disclosure of any of its Confidential Information, will be entitled, in addition to any and all other remedies, to seek injunctive relief and specific performance.

          15.6 Duration

The provisions of this Section 15 shall bind each Party during the Term (including any Phase-Out Period) applicable to such Party and for a period of two years thereafter.

          15.7 SEC Filing

If any Party is required by Applicable Law to disclose and file this Agreement with the Securities and Exchange Commission, it must notify each other Party hereto and allow such Parties to identify language in this Agreement it deems should be redacted prior to such filing and disclosure. Such disclosing Party will use its commercially reasonable efforts to redact such portions of this Agreement that are so identified prior to its disclosure and filing with the Securities and Exchange Commission.

          15.8 Entire Understanding

The terms of this Section 15 supersede and replace the terms of any confidentiality, non-disclosure or similar agreements previously entered into between or among the Parties or any of their respective Controlled Affiliates concerning the confidentiality of the Confidential Information as it relates to this Agreement or the transactions contemplated hereby; provided that any information protected as confidential under such agreements shall constitute Confidential Information hereunder; and provided, further, that this Agreement shall not affect the terms of any other confidentiality, non-disclosure or similar agreement between or among the Parties or any of their respective Controlled Affiliates relating to other matters.

     16. Divestitures Acquisitions and Assignment

          16.1 Divested Businesses

     (a) If at any time during the Term (including any Phase-Out Period) applicable to any MSO Party, such MSO Party and/or any of its Controlled Affiliates sells, transfers or otherwise divests (other than to a Restricted Entity) an MSO Divested Business (the date of such sale, transfer or other divestiture, the “MSO Divestiture Date”) in a particular geographic area (it being understood that such geographic area may be a portion of a Market) in such a manner that upon the closing such MSO Party would no longer have the ability to offer MSO Core Services in such geographic area, such MSO Party shall have the right, at its sole and absolute discretion and notwithstanding anything in Section 2.3.5 to the contrary, to permit such MSO Divested Business (or the acquirer thereof) to resell the Wireless Broadband Service to its end users in such geographic area in accordance with the terms of this Agreement in the same manner and to the

47

same extent as though such MSO Divested Business (or the acquirer thereof) were an MSO Party; provided that (i) such MSO Party shall be responsible for any breach of this Agreement by such MSO Divested Business (or the acquirer thereof) and (ii) following any material breach of this Agreement by such MSO Divested Business (or the acquirer thereof), Clearwire shall have the absolute right to terminate this Agreement with respect to such MSO Divested Business (or the acquirer thereof) in accordance with Section 13.1(a) (with all applicable notices contemplated by such sections delivered simultaneously to such MSO Divested Business (or the acquirer thereof) and such MSO Party), as applicable (it being understood that the divestiture agreement or other applicable agreement between such MSO Party and such MSO Divested Business (or the acquirer thereof) shall expressly grant Clearwire, as a condition to granting such MSO Divested Business (or the acquirer thereof) the right to resell the Wireless Broadband Service hereunder, the right to terminate this Agreement with respect to such MSO Divested Business (or the acquirer thereof) as contemplated by this clause (ii)); provided, however, that (x) any such termination pursuant to the foregoing clause (ii) will terminate this Agreement solely with respect to such MSO Divested Business (or the acquirer thereof) and not with respect to such MSO Party and (y) under no circumstance shall a material breach of this Agreement by such MSO Divested Business (or the acquirer thereof) give rise to any termination right in favor of Clearwire with respect to such MSO Party. A “MSO Divested Business” means, with respect to any MSO Party, any Controlled Affiliate of such MSO Party or any business, division, department or group of assets of such MSO Party and/or one or more of its Controlled Affiliates, which (i), if acting on a standalone business, could satisfy the requirements for the sale of MVNO Service to End Users pursuant to Section 2.3.1 (i.e., the products and services offered (or reasonably expected to be offered) by such MSO Divested Business after the MSO Divestiture Date would include at least one MSO Core Service that could be bundled with MVNO Service) and (ii) as of the MSO Divestiture Date, is either acquired by a third party or is constituted as a separate legal Person, and as a result thereof, ceases to be a Controlled Affiliate of, or otherwise controlled by, such MSO Party. Following the MSO Divestiture Date, the MSO Divested Business’ ability to resell the Wireless Broadband Service to its end users (i) shall at all times be subject to compliance with Section 2.3.1, (ii) shall, unless Clearwire otherwise agrees in writing, be limited to the geographic area of such MSO Divested Business as of the MSO Divestiture Date and natural extensions of such geographic area (i.e., line extensions) and (iii) the right of the MSO Divested Business (or the acquirer thereof) to receive the rights described in Section Error! Reference source not found. shall terminate in full (A) at the same time as the MSO Party selling, transferring or otherwise divesting such MSO Divested Business ceases to have the right to resell the Wireless Broadband Service hereunder or (B) at such time that the MSO Divested Business (or any successor thereof) becomes an Affiliate of any Restricted Entity or a Restricted Entity otherwise acquires all or substantially all of the property and assets of the MSO Divested Business.

     (b) If at any time during the Term (including any Phase-Out Period) applicable to Sprint, Sprint and/or any of its Controlled Affiliates sells, transfers or otherwise divests (other than to a Restricted Entity) a Sprint Divested Business (the date of such sale, transfer or other divestiture, the “Sprint Divestiture Date”), Sprint shall have the right, at its sole and absolute discretion and notwithstanding anything in this Agreement to the contrary, to permit such Sprint Divested Business (or the acquirer thereof) to resell the Wireless Broadband Service to its end users in accordance with the terms of this Agreement in the same manner and to the same extent as though such Sprint Divested Business (or the acquirer thereof) were Sprint; provided that (i) Sprint shall be responsible for any breach of this Agreement by such Sprint Divested Business (or the acquirer thereof) and (ii) following any material breach of this Agreement by such Sprint Divested Business (or the acquirer thereof), Clearwire shall have the absolute right to terminate this Agreement with respect to such Sprint Divested Business (or the acquirer thereof) in accordance with Section 13.1(a) (with all applicable notices contemplated by such sections delivered simultaneously to such Sprint Divested Business (or the acquirer thereof) and Sprint), as applicable (it being understood that the divestiture agreement or other applicable agreement between Sprint and such Sprint Divested Business (or the acquirer thereof) shall expressly grant Clearwire, as a condition to granting such Sprint Divested Business (or the acquirer thereof) the right to resell the Wireless Broadband Service hereunder, the right to terminate this Agreement

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with respect to of such Sprint Divested Business (or the acquirer thereof) as contemplated by this clause (ii)); provided, however, that (x) any such termination pursuant to the foregoing clause (ii) will terminate this Agreement solely with respect to such Sprint Divested Business (or the acquirer thereof) and not with respect to Sprint and (y) under no circumstance shall a material breach of this Agreement by such Sprint Divested Business (or the acquirer thereof) give rise to any termination right in favor of Clearwire with respect to Sprint. A “Sprint Divested Business” means, with respect to Sprint, any Controlled Affiliate of Sprint or any business, division, department or group of assets of Sprint and/or one or more of its Controlled Affiliates, which (i) constitutes all or substantially all of the property and assets of Sprint’s and its Controlled Affiliates’ CDMA or iDEN business (or operational or functional equivalent) and (ii) as of the Sprint Divestiture Date, is either acquired by a third party or is constituted as a separate legal Person, and as a result thereof, ceases to be a Controlled Affiliate of, or otherwise controlled by, Sprint. Following the Sprint Divestiture Date, the Sprint Divested Business’ ability to resell the Wireless Broadband Service to its end users (i) shall at all times be subject to compliance with Section 2.3.1, (ii) shall, unless Clearwire otherwise agrees in writing, be limited to the geographic area of such Sprint Divested Business as of the Sprint Divestiture Date and natural extensions of such geographic area (i.e., additional build-outs of wireless services territories) and (iii) the right of the Sprint Divested Business (or the acquirer thereof) to receive the rights described in Section Error! Reference source not found. shall terminate in full (A) at the same time as Sprint ceases to have the right to resell the Wireless Broadband Service hereunder or (B) at such time that the Sprint Divested Business (or any successor thereof) becomes an Affiliate of any Restricted Entity or a Restricted Entity otherwise acquires all or substantially all of the property and assets of the Sprint Divested Business. In addition, and notwithstanding anything in this Section 16.1(b) to the contrary, following the Sprint Divestiture Date, (i) the definition of “Sprint Wireless Service” shall be deemed modified with respect to the Sprint Divested Business to apply only to services offered over the Sprint Network or the iDEN Network, as the case may be, for which the Sprint Divested Business holds all or substantially all of the property and assets used to provide wireless services over such network immediately after the Sprint Divestiture Date (the “Divested Network”), (ii) the definition of “Sprint Wireless Service” shall be deemed modified with respect to Sprint to apply to only services offered over the Sprint Network or the iDEN Network that is not the Divested Network, and (iii) the definition of “Sprint Core Service” shall be deemed modified with respect to either the Sprint Divested Business or Sprint, as the case may be, to disregard the reference to “Sprint Wireline Service” solely with respect to such Person that, following the Sprint Divestiture Date, does not hold a majority of the assets held by Sprint and used to provide the Sprint Wireline Service immediately prior to the Sprint Divestiture Date.

          16.2 Acquisitions

For the avoidance of doubt, if any SIG Party or any of its Controlled Affiliates acquires any Person or creates a new Person after the Effective Date which constitutes a Controlled Affiliate of such SIG Party, such Person will have the same rights pursuant to Section 2.7 as a Controlled Affiliate of such SIG Party in existence on the Effective Date.

          16.3 Assignment

Except as provided in Section 16.1 and below in this Section 16.3, no Party may assign, delegate or otherwise transfer any of its rights or duties granted to it under this Agreement without each other Party’s prior written consent. Notwithstanding the foregoing sentence, subject to each SIG Party’s termination rights under Section 13, (a) a SIG Party may assign this Agreement to (i) any of its Controlled Affiliates or (ii) in connection with a Permitted Strategic Transaction with respect to such SIG Party and (b) Clearwire may assign this Agreement to (i) a Controlled Affiliate of Clearwire or (ii) in connection with a Permitted Strategic Transaction with respect to Clearwire; provided that no such assignment shall relieve such SIG Party or Clearwire, as applicable, of any of its obligations hereunder. For purposes of this Agreement, each Party hereto agrees that, except as provided in Section 16.1, any direct or indirect sale, assignment, transfer or other disposition of any stock or equity interests of any Party or any subsidiary of the Ultimate Parent of any Party that controls such Party will be deemed to be an assignment or other transfer subject to the provisions of this Section 16.3 if, as a result of such sale, assignment, transfer or other disposition, such Party would cease to be a Controlled Affiliate of its Ultimate Parent as of immediately prior to such

49

sale, assignment, transfer or other disposition. Any assignment, delegation or other transfer in violation of this Section 16.3 shall be null and void. No SIG Party permitted assignment under this Section 16.3 will relieve its Guarantor (to the extent it has a Guarantor) of its obligations under Section 7.8(b); provided that such SIG Party’s Guarantor shall be released from its obligations under Section 7.8(b) and its Guaranty Agreement to the extent that in connection with any Permitted Strategic Transaction with respect to such SIG Party, the successor Person in such Permitted Strategic Transaction assumes all the obligations of such Guarantor under its Guaranty Agreement.

     17. General Provisions

          17.1 Notices and Inquiries

Except as otherwise provided, all notices and inquiries will be in writing and mailed (certified or registered mail, postage prepaid, return receipt requested) or sent by hand or overnight courier, (with acknowledgment received by the courier), or by facsimile (with facsimile acknowledgment) addressed as follows:

If to Sprint:

Sprint Spectrum L.P. (d/b/a Sprint)
6200 Sprint Parkway
Overland Park, KS 66251
Attention: President, Wholesale Services

With a copy to:

Sprint Spectrum L.P. (d/b/a Sprint)
6450 Sprint Parkway
Overland Park, KS 66251
Attention: V.P., Law, Sales and Distribution

If to Comcast:

Comcast MVNO II, LLC
c/o Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer
Facsimile No.: (215) 286-1240

With copies to:

Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: General Counsel
Facsimile No.: (215) 286-7794

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: David L. Caplan
Facsimile No.: (212) 450-3800

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If to TWC:

TWC Wireless, LLC
290 Harbor Drive
Stamford, CT 06902
Attention: General Counsel
Facsimile: (203) 328-4094

With a copy to:

TWC Wireless, LLC
290 Harbor Drive
Stamford, CT 06902
Attention: President, TWC Wireless LLC
Facsimile: (203) 328-4094

If to Brighthouse:

BHN Spectrum Investments, LLC
c/o Advance/Newhouse Partnership
5000 Campuswood Drive
East Syracuse, NY 13057
Attention: Mr. Leo Cloutier
Facsimile: (315) 438-4643

With a copy to:

Sabin, Bermant & Gould LLP
Four Times Square
New York, NY 10036
Attention: Arthur J. Steinhauer, Esq.
Facsimile: (212) 381-7218

If to Clearwire:

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033
Attention: Chief Executive Officer
Facsimile No.: (425) 828-8061

With copies to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Legal Department
Facsimile No.: (425) 216-7776

Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Julie Weston
Facsimile No.: (206) 757-7166

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Any Party may from time to time specify a different address and/or facsimile number by notice to the other Parties in accordance with the terms of this Section 17.1. All such notices and inquiries shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice or inquiry shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

          17.2 Non-exclusivity

This Agreement shall be non-exclusive. Nothing in this Agreement grants Clearwire or any of its Affiliates any exclusive right or privilege to provide to any SIG Party or any SIG Party’s Affiliates any services of the type contemplated herein, or grants any SIG Party or any SIG Party’s Affiliates an exclusive right or privilege to receive from Clearwire or any of its Affiliates any products or services of the type contemplated herein.

          17.3 Construction

The definitions in this Agreement apply equally to both the singular and plural forms of the terms defined. Whenever the context requires, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections, Schedules and Exhibits are to Sections, Schedules and Exhibits of this Agreement unless otherwise specified. All Schedules and Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement. The words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation” whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Unless the context otherwise requires, any references to any agreement, contract, schedule or exhibit or to any other instrument or statute or regulation are to it as amended and supplemented from time to time in accordance with the terms hereof and thereof (and, in the case of a statute or regulation, to any corresponding provisions of successor statutes or regulations). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any reference in this Agreement to a “day” or number of “days” is a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and that calendar day is not a Business Day then the action or notice will be deferred until, or may be taken or given on, the next Business Day. This Agreement will be construed simply according to its fair meaning and not strictly for or against any Party. No rule of construction requiring interpretation against the draftsperson will apply in the interpretation of this Agreement. Except as otherwise provided, if there are any inconsistencies between any Schedule or Exhibit, and the body of this Agreement, the body of this Agreement controls. If there are any inconsistencies between the MVNO Operations Manual and this Agreement, this Agreement controls.

          17.4 Survival

The provisions of this Agreement that by their nature or by their content or as specified under this Agreement are intended to continue beyond the termination, cancellation or expiration of this Agreement, including, for the avoidance of doubt, the Parties’ obligations under Sections 12, 13.5, 13.6, 13.7, 13.8, 14.3, 15 and 17 shall survive the termination, cancellation or expiration of this Agreement.

          17.5 Headings

The section headings used in this Agreement are for purposes of reference and convenience only and are not intended to be and shall not be interpreted as being a substantive part of this Agreement conveying any rights or imposing any obligations.

          17.6 Severability

If any part of any provision of this Agreement is judged to be invalid or unenforceable under Applicable Law, such part shall be severable and ineffective to the extent of such invalidity only, without in any way

52

affecting the remaining parts of such provision or the remaining provisions of this Agreement, whose continuation in full force and effect will not be prejudiced.

          17.7 Dispute Resolution

Except as set forth in the last sentence of 17.8(b) or in Section 17.10, each Party will comply with the following dispute resolution process with respect to any disputes arising under this Agreement prior to pursuing any other remedies available to it. Any Party involved in such dispute shall notify the other Party or Parties involved in such dispute in writing of the basis of the dispute. Within 10 Business Days (or such longer period as may be agreed upon) following the date that a Party provided such notice, a team from each Party involved in such dispute (consisting of at least one senior executive from such Party) shall meet and confer in person or by telephone conference in an attempt to resolve such dispute. In the event that such teams are unable to resolve any such dispute within 20 Business Days following the date that a Party provided such notice of dispute, any Party involved in such dispute may pursue any remedies available to it as set forth in this Agreement.

          17.8 Confidential Arbitration

     (a) Subject to the right of each Party to seek injunctive relief to prevent breaches of this Agreement or to enforce specifically the performance or terms and provisions hereof (which right shall not be subject to arbitration) and subject to the last sentence of 17.8(b), any claim, dispute or controversy arising out of or relating to this Agreement shall be resolved by arbitration following the submission of such dispute or controversy to dispute resolution pursuant to Section 17.7, by delivering a demand for arbitration to the other Party or Parties to such dispute or controversy which demand shall contain a statement setting forth the nature of the dispute, the amount involved, if any, and the remedy sought (each, a “Demand”).

     (b) Within 15 Business Days after the receipt of the Demand by the other Party or Parties, Clearwire and the SIG Party(ies) involved in such dispute or controversy shall select a mutually acceptable third-party expert that, to the extent reasonably available, is experienced in and knowledgeable about the wireless wholesale industry or wholesale telecommunications industry (if no one experienced and knowledgeable in the wireless wholesale industry is reasonably available) and has a relevant technical background, but with no prior, existing or potential material business relationship with any Party or any Controlled Affiliate of any Party (the “Third-Party Expert”). If Clearwire and the SIG Party(ies) involved in such dispute or controversy are unable, for whatever reason, to agree upon the selection of the Third-Party Expert within 15 Business Days or such later date as to which Clearwire and the SIG Party(ies) involved in such dispute or controversy mutually agree in writing, application shall be made to the American Arbitration Association (“AAA”) in New York for the selection and appointment of the Third-Party Expert pursuant to AAA’s rules for selection; provided that in addition to satisfying the requirements of the immediately preceding sentence, such Person selected as the Third-Party Expert shall be required to have 10 years of business or professional experience involving complex business or legal matters. The Third-Party Expert must agree to resolve the dispute or controversy accordance with the provisions of this Section 17.8. The arbitration proceeding shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the “Rules”), to the extent that the Rules are not inconsistent with this Section 17.8, including within the required time periods. The Third-Party Expert may modify the procedures set forth in such Rules with the prior written approval of Clearwire and the SIG Party(ies) involved in such dispute or controversy. The place of such arbitration shall be New York, New York or such other location agreed to by Clearwire and the SIG Party(ies) involved in such dispute or controversy. Notwithstanding anything to the contrary in this Section 17.8 (and whether or not a matter is first submitted to arbitration pursuant to this Section 17.8), any Party may, without first submitting such matter to dispute resolution under Section 17.7, apply to a court having jurisdiction pursuant to Section 17.9 to the extent necessary (i) to seek injunctive relief to prevent breaches of this Agreement or to enforce specifically the performance or terms and provisions hereof (including to enforce any agreement hereunder to arbitrate), (ii) to avoid the expiration of any applicable limitation period, (iii) to preserve a superior position with respect to other creditors or (iv) to

53

challenge or vacate any final judgment, award or decision of the Third-Party Expert that does not comport with the express provisions of this Section 17.8.

     (c) With respect to any disputes relating to the price and price related terms (any such disagreement, a “Pricing Dispute” and, any such disputed price and price related terms, the “Disputed Pricing Terms”) on which Clearwire will make any Standard Network Service or Non-Standard Network Service available to one or more SIG Parties in accordance with Schedule 7.1, Clearwire, on the one hand, and the SIG Party(ies) involved in such Pricing Dispute, on the other hand, shall each submit in writing to the Third-Party Expert (with copies thereof simultaneously delivered to each other Party or Parties to such Pricing Dispute) no later than 10 Business Days after the appointment of the Third-Party Expert with respect to such Pricing Dispute or such later date as to which Clearwire and the SIG Party(ies) involved in such Pricing Dispute mutually agree in writing, its or their proposal with respect to the Disputed Pricing Terms, together with an explanation supporting its or their proposal based on the pricing guidelines set forth in Schedule 7.1. If the Third-Party Expert determines that additional information is necessary, it shall, by written notice to the Parties, request such information from any Party or Parties, and establish a reasonable time period (not to exceed five Business Days) for the submission of such information (with copies thereof simultaneously delivered to each other Party or Parties to such Pricing Dispute). The Third-Party Expert shall also have the right to request, upon reasonable notice deemed appropriate by the Third-Party Expert, that Clearwire, on the one hand, and the SIG Party(ies) involved in such Pricing Dispute, on the other hand, make oral presentations, provided that each such Party or Parties shall be afforded a full and equal opportunity to be heard. The Third-Party Expert shall, based on the pricing guidelines set forth in Schedule 7.1, such written submissions and any such oral presentations, present to Clearwire and the SIG Party(ies) involved in such Pricing Dispute a written decision as to the resolution of the Pricing Dispute and choose either the Clearwire proposed Disputed Pricing Terms or the SIG Party(ies) proposed Disputed Pricing Terms as the final Disputed Pricing Terms. The written decision by the Third-Party Expert with respect to any Pricing Dispute shall be rendered as soon as possible, but in no event later than 45 days after the appointment of the Third-Party Expert with respect to such Pricing Dispute.

     (d) With respect to any dispute or controversy other than a Pricing Dispute, following the selection of the Third-Party Expert, upon the request of Clearwire, on the one hand, and the SIG Party(ies) involved in such dispute or controversy, on the other hand, the Third-Party Expert selected will hear Clearwire’s and the SIG Party(ies)’ presentation within 30 days of such request. The arbitration proceedings shall be concluded within 30 days after commencement of such proceedings or such later date as the SIG Parties and Clearwire mutually agree in writing. Within 10 Business Days of the conclusion of the arbitration proceedings, the Third-Party Expert shall present to the SIG Parties and Clearwire a written decision regarding the dispute, which shall set forth the findings of fact and conclusions of law relied upon in reaching the decision.

     (e) Subject to clause (iv) of the last sentence of 17.8(b), the written decision of the Third-Party Expert with respect to any dispute or controversy, including any Pricing Dispute, shall be final and binding and the parties to any arbitration pursuant to this Agreement shall be deemed to have consented that judgment upon the arbitration award may be entered in any federal or state court of competent jurisdiction.

     (f) The Third-Party Expert shall not have the power or authority (x) to grant injunctive or equitable relief to prevent breaches of this Agreement or to enforce specifically the performance or terms and provisions hereof or (y) to grant any remedies that the Parties have waived hereunder or to grant remedies in those instances where specific remedies are set forth in this Agreement as the sole and exclusive remedies.

     (g) Each Party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the preparation of written submissions or presentation of such Party’s case (collectively, “Attorneys’ Fees”). The remaining costs of the arbitration, including fees of the Third-Party Expert, costs of records or transcripts and administrative fees (collectively, “Arbitration Costs”), shall be borne equally by the SIG Parties involved in such dispute or controversy, on the one hand, and Clearwire, on the other hand. Notwithstanding the

54

foregoing, the Third-Party Expert may modify the allocation of Arbitration Costs and award Attorneys’ Fees in those cases where fairness dictates a different allocation of Arbitration Costs among the Parties involved in such dispute or controversy and/or an award of Attorneys’ Fees to the prevailing Party(ies) as determined by the Third-Party Expert.

     (h) All discussions and correspondence between or among the Parties in connection with any arbitration proceeding, as well as the existence, conduct and content of such arbitration proceeding, shall constitute Confidential Information for purposes hereof.

          17.9 Governing Law; Exclusive Venue

This Agreement will be governed by and construed in accordance with the laws in effect in the State of New York, without regard to the application of conflict of law rules or principles. With respect to any matter not required to be submitted to arbitration pursuant to the last sentence of Section 17.8(b), each Party irrevocably consents to the exclusive jurisdiction of, and venue in, the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County (and of the appropriate appellate courts therefrom) based on or arising out of any such matter. The Parties agree that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the Parties hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 17.1 shall be deemed effective service of process on such Party.

          17.10 Specific Performance

Notwithstanding anything in this Agreement to the contrary, each of the Parties agrees that irreparable injury may occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party will be entitled to seek injunctive relief or to enforce specifically the performance of the terms and provisions hereof in any court specified in Section 17.9, without first submitting such matter to dispute resolution under Section 17.7.

          17.11 Waiver of Jury Trial

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD-PARTY CLAIM OR OTHERWISE.

          17.12 Counterpart Execution

This Agreement may be executed in two or more counterparts (facsimile or otherwise), each of which shall be deemed an original. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument.

          17.13 Entire Agreement

This Agreement, together with the Schedules and Exhibits attached hereto and incorporated herein, sets forth the entire understanding of the Parties and supersedes any and all prior agreements, arrangements or understandings, both oral and written, between the Parties relating to the subject matter hereof. Except as otherwise expressly provided in this Agreement, any consent or agreement that this Agreement contemplates being granted or withheld by any Party may be granted or withheld in such Party’s sole discretion.

          17.14 No Partnership; No Third-Party Beneficiaries

This Agreement does not constitute any Party as the agent or legal representative of another Party and does not create a partnership or joint venture. This Agreement does not create the authority of any Party to enter into an agreement for or bind another Party in any manner whatsoever. Nothing in this

55

Agreement is intended to or shall confer upon any Person who is not a Party to this Agreement (or such Party’s respective successor or assign) any rights, benefits, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Agreement, nor shall any such Person be entitled to assert any claim hereunder.

          17.15 Amendments; Waivers; Remedies

This Agreement may not be amended, varied or modified in any manner except by an instrument in writing signed by duly authorized officers or representatives of each of the Parties; provided that subject to compliance with Sections 2.4(b) and 2.11, Clearwire, on the one hand, and any SIG Party, on the other hand, may amend, vary or modify this Agreement with respect to such Parties only. Except as expressly provided in this Agreement, no waiver of this Agreement shall be binding unless executed in writing by the Party to be bound by it. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. The failure of any Party to exercise any right granted herein or to require any performance of any term of this Agreement or the waiver by any Party of any breach of this Agreement shall not prevent a subsequent exercise or enforcement of, or be deemed to be a waiver of any subsequent breach of, the same or any other term of this Agreement. Notwithstanding any other provision of this Agreement and unless otherwise expressly stated herein, all rights and remedies of a Party under this Agreement are in addition to such Party’s other rights and remedies and are cumulative, not alternative.

          17.16 Force Majeure

If the performance of this Agreement is interfered with by any circumstance beyond the reasonable control of the Party affected (a “Frustrated Party”), including (a) acts of God, such as fire, flood, earthquake, or other natural cause, (b) terrorist events, riots, insurrections, war or national emergency, or (c) strikes, boycotts, lockouts or other labor difficulties (provided that the strike, boycott or other labor difficulties were outside the reasonable control of the Frustrated Party) (collectively, a “Force Majeure Event”), the Frustrated Party shall not be liable to any other Party (a “Non-Frustrated Party”) for any failure to perform or delay in performance of its obligations under this Agreement. The phrase “beyond its reasonable control”, as used above, means that the adverse affect, if foreseeable by the Frustrated Party, was not avoidable by the Frustrated Party’s use of all commercially reasonable efforts. The Frustrated Party shall promptly notify each Non-Frustrated Party of the nature and extent of the circumstances of the Force Majeure Event once known. In the event of a Force Majeure Event, the Frustrated Party shall forthwith establish and implement a plan that minimizes the disruption to each Non-Frustrated Party and shall use its commercially reasonable efforts to remedy the situation and remove the cause of its inability to perform as soon as possible. The Frustrated Party shall give each Non-Frustrated Party prompt notice of the cessation of the Force Majeure Event. The Frustrated Party and each Non-Frustrated Party shall negotiate in good faith adjustments to the terms and conditions of this Agreement that are equitable taking into account the nature and extent of the circumstances of the Force Majeure Event as they develop and become known, including equitable reductions in the obligations of each Non-Frustrated Party (including, if Clearwire is the Frustrated Party hereunder, reductions in the pricing set forth on Schedule 7.1); provided that it is understood that if any SIG Party is the Frustrated Party hereunder, under no circumstances will Clearwire be excused or otherwise relieved from the performance of its obligations hereunder with respect to any other SIG Party whose performance is not being similarly frustrated. If the Force Majeure Event lasts more than [*****], each Non-Frustrated Party affected by the Frustrated Party’s non-performance shall have the option of terminating this Agreement in its entirety by delivering written notice thereof to the Frustrated Party; provided, however, that if any SIG Party is the Frustrated Party hereunder, the foregoing termination right shall only apply to that particular SIG Party and shall not grant Clearwire any right to terminate this Agreement as to any SIG Party whose performance is not being similarly frustrated.

          17.17 Disclosure

Subject to Applicable Law or disclosure requirement (including any disclosure requirement arising under applicable securities laws or under the rules of any stock exchange or quotation system on which a Party’s or any of its Controlled Affiliates’ shares are traded), each Party shall consult with, and allow reasonable review by, the other Parties before issuing any other press release or making any public

56

statement with respect to this Agreement or the transactions contemplated hereby, provided that such Party shall have used commercially reasonable efforts to allow the other Parties to review and comment on such release or statement in advance.

57

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CLEARWIRE COMMUNICATIONS LLC		SPRINT SPECTRUM L.P.
By: Name:	/s/ Hope Cochran Hope Cochran	By: Name:	/s/ Keith O. Cowan Keith O. Cowan
Title:	Senior Vice President, Finance and Treasurer	Title:	Vice President
COMCAST MVNO II, LLC		BHN SPECTRUM INVESTMENTS, LLC
By:	/s/ Robert S. Pick	By:	/s/ Leo Cloutier
Name:	Robert S. Pick	Name:	Leo Cloutier
Title:	Senior Vice President	Title:	Senior Vice President, Strategy & Development
TWC WIRELESS LLC
By:	/s/ David Christman
Name:	David Christman
Title:	Senior Vice President & Assistant Secretary

58

Schedule 2.2.1(b)

[*****]

59

Schedule 2.2.2

[*****]

60

Schedule 2.2.3(b)

[*****]

61

Schedule 2.2.4(a)

[*****]

62

Schedule 2.2.4(c)

[*****]

63

Schedule 2.3.5(b)

[*****]

64

Schedule 2.4(a)(1)

Google Opt-In Agreement

Letter Agreement Regarding
4G MVNO Agreement Option

     Reference is made to the 4G MVNO Agreement dated as of                     , 2008 (as amended, modified or supplemented from time to time, the “4G MVNO Agreement”) among Clearwire Communications LLC (“Clearwire”), Sprint Spectrum L.P., Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC, a copy of which, as in effect on the date hereof, is attached as Exhibit A hereto. Except as otherwise provided herein, all capitalized terms not otherwise defined herein have the meanings assigned to them in the 4G MVNO Agreement.

     For good and valuable consideration, the receipt of which is hereby acknowledged, Clearwire hereby grants to Google Inc. (“Google”) the right (the “4G MVNO Agreement Option”) to become a “Party” to the 4G MVNO Agreement as a “SIG Party” thereunder in accordance with Section 2.4(a) of the 4G MVNO Agreement upon (i) the execution by Google or any of its Controlled Affiliates of a joinder agreement in substantially the form attached as Schedule 2.4(a)(3) to the 4G MVNO Agreement under which Google or any such Controlled Affiliate will agree to be bound by, and subject to, all of the covenants, terms and conditions of the 4G MVNO Agreement applicable to a “SIG Party” thereunder generally, and to “Google,” in the case of Google or its Controlled Affiliate, specifically and (ii), to the extent a Controlled Affiliate of Google will become a party to the 4G MVNO Agreement and Clearwire determines reasonably necessary, the Ultimate Parent of such Controlled Affiliate executes a Guaranty Agreement in substantially the form attached as Attachment 1 to the 4G MVNO Agreement or a letter agreement in substantially the form attached as Attachment 2 to the 4G MVNO Agreement.

     This letter agreement is governed by and construed in accordance with the laws of the State of New York. This letter agreement is binding upon and inures to the benefit of and is enforceable by each of the parties and their successors and assigns. This letter agreement may be amended only with the written consent of the parties hereto. This letter agreement may be executed in counterparts, each of which will be deemed to constitute an original but all of which together will constitute one and the same instrument.

          By signing below, the parties hereby agree to the terms and conditions of this letter agreement.

     AGREED AND ACCEPTED:

     CLEARWIRE COMMUNICATIONS LLC

     By:

     Its:

     Dated:

     GOOGLE INC.

     By:

     Its:

     Dated:

65

EXHIBIT A

4G MVNO Agreement

[attached]

66

Schedule 2.4(a)(2)

Intel Opt-In Agreement

Clearwire Communications LLC Letterhead

Intel Corporation
2200 Mission College Boulevard
Santa Clara
California
95054-1549

     Re: 4G MVNO Agreement Option

Ladies and Gentlemen:

     For good and valuable consideration, the receipt of which is hereby acknowledged, Clearwire Communications LLC (“Clearwire”) hereby grants Intel Corporation the right (the “4G MVNO Agreement Option”), contingent upon Intel’s compliance with the conditions set forth in Section 3.3.1 of the Market Development Agreement dated as of the date hereof (the “Commercial Agreement”) between Clearwire and Intel (as such conditions are in effect on the date hereof), to, at any time during the Initial Term (as such term is defined in the Commercial Agreement), become a “Party” to that certain 4G MVNO Agreement dated as of the date hereof, a true and complete copy of which is attached as Exhibit “A” hereto (the “4G MVNO Agreement”), as a “SIG Party” thereunder in accordance with Section 2.4(a) of the 4G MVNO Agreement upon (i) the execution by Intel or any of its Controlled Affiliates of a joinder agreement in substantially the form attached as Schedule 2.4(a)(3) to the 4G MVNO Agreement under which Intel or any such Controlled Affiliate will agree to be bound by, and subject to, all of the covenants, terms and conditions of the 4G MVNO Agreement applicable to a “SIG Party” thereunder generally, and to “Intel”, in the case of Intel or its Controlled Affiliate, specifically and (ii), to the extent a Controlled Affiliate of Intel will become a party to the 4G MVNO Agreement and Clearwire determines reasonably necessary, the Ultimate Parent of such Controlled Affiliate executes a Guaranty Agreement in substantially the form attached as Attachment 1 to the MVNO Agreement or a letter agreement in substantially the form attached as Attachment 2 to the MVNO Agreement.

     By exercising the 4G MVNO Agreement Option as described in the immediately preceding paragraph, Intel shall be deemed to have certified that as of the date of such exercise, it has complied with the conditions specified in Section 3.3.1 of the Commercial Agreement applicable as of the date of exercise.

     Except as otherwise provided herein, all capitalized terms not otherwise defined herein shall have the meanings assigned to them in the 4G MVNO Agreement.

     This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. This letter agreement shall be binding upon and shall inure to the benefit of and be enforceable by each of the parties and their successors and assigns. This letter agreement may be amended only with the written consent of the parties hereto. This letter agreement may be executed in counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute one and the same instrument.

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     By signing below, the parties hereby agree to the terms and conditions of this letter agreement.

AGREED AND ACCEPTED:

CLEARWIRE COMMUNICATIONS LLC

By:
Its:
Dated:

INTEL CORPORATION

By:
Its:
Dated:

68

EXHIBIT A

4G MVNO Agreement

[attached]

69

Schedule 2.4(a)(3)

JOINDER AGREEMENT

     This Joinder Agreement (this “Joinder”) to the 4G MVNO Agreement dated as of                     , 2008, as amended, restated, modified or supplemented from time to time (the “MVNO Agreement”), among Clearwire Communications LLC, Sprint Spectrum L.P., Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC, and [Name of any other SIG Party then party to the MVNO Agreement], is made and entered into as of [•], 20[•] (the “Joinder Date”), by [Google Entity][Intel Entity], (the “Joining Party”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the MVNO Agreement.

     WHEREAS, as a condition precedent for the Joining Party to be authorized to purchase Wireless Broadband Service from Clearwire as a “SIG Party” under the MVNO Agreement and market and sell Wireless Broadband Service to its End Users as MVNO Service, Section 2.4(a) of the MVNO Agreement requires the Joining Party to execute a joinder agreement and to become a party to, and be deemed a SIG Party under, the MVNO Agreement, and the Joining Party agrees to do so in accordance with the terms hereof.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby agrees as follows:

     1. Agreement to be Bound. The Joining Party hereby (a) acknowledges that it has received and reviewed a complete copy of the MVNO Agreement and (b) agrees that upon execution of this Joinder, shall become a party to the MVNO Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the MVNO Agreement as though an original party thereto and shall be deemed a “Party” and “SIG Party” for all purposes thereof generally and [“Google”][“Intel”] specifically and shall have all of the rights and obligations incidental thereto.

     2. Notices and Inquiries. For purposes of Section 17.1 of the MVNO Agreement, the notice address of the Joining Party is as follows:

     [Name]
     [Address]

     3. Governing Law; Jurisdiction; Exclusive Venue. This Joinder will be governed by and construed in accordance with the laws in effect in the State of New York, without regard to the application of conflict of law rules or principles. Any dispute or controversies arising under this Joinder shall be resolved in accordance with the terms set forth in Section 17.9 of the MVNO Agreement.

     4. Counterparts. This Joinder may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Joinder by facsimile shall be as effective as delivery of a manually executed counterpart of this Joinder.

     5. Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

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     IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the Joinder Date.

[Joining Party]

By:

Name:

Title:

71

Schedule 2.11.1(e)

[*****]

72

Schedule 6.1

[*****]

73

Schedule 6.5

[*****]

74

Schedule 7.1

[*****]

75

EXHIBIT A

[*****]

76

EXHIBIT B

[*****]

77

EXHIBIT C

[*****]

78

Schedule 7.2

[*****]

79

Appendix A

[*****]

80

Schedule 8.1.1(b)

[*****]

81

Schedule 8.1.1(c)

[*****]

82

Schedule 9.4.2(a)

[*****]

83

ATTACHMENT 1

[*****]

84

ATTACHMENT 2

[SIG Party Letter Agreement]

[ • ], 20[ • ]

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033

Re: 4G MVNO Agreement dated as of [the date hereof][November 28, 2008] (as amended, modified or supplemented from time to time, the “4G MVNO Agreement”) by and among Clearwire Communications LLC, LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC, Sprint Spectrum L.P., and each other Person who shall become a party to the 4G MVNO Agreement (capitalized terms used herein without definition have the meanings given to them in the 4G MVNO Agreement)

Ladies and Gentlemen:

[SIG Party Ultimate Parent] (“Parent”), for the benefit of Clearwire under the 4G MVNO Agreement, in consideration of the promises, covenants and agreements of Clearwire under the 4G MVNO Agreement, agrees to cause [Name of SIG Party] (“Subsidiary”) and each of its other Controlled Affiliate to take all actions as are necessary for each of them to perform its obligations under the 4G MVNO Agreement and to permit Subsidiary to perform its obligations under the 4G MVNO Agreement.

Parent represents and warrants to Clearwire that: (i) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; (ii) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this letter agreement and activities contemplated hereby; (iii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations hereunder; (iv) this letter agreement is a valid and legally binding obligation of it, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or effecting creditors’ rights or by general equity principles); (v) the execution, delivery and performance of this letter agreement by it have been duly authorized by all necessary actions; (vi) the execution, delivery and performance of this letter agreement by it will not conflict with, violate or result in a breach of (a) any Applicable Law, (b) any of the terms, conditions or provisions of its organizational documents or (c) any material agreement or instrument to which it is or may be bound or to which any of its material properties, assets or businesses is subject; and (vii) it has not received any

85

currently effective notice of default under any agreement or instrument that could reasonably be expected to impair in any material respect its ability to perform under this letter agreement.

Each of the parties to this letter agreement also agrees to the following:

     1. This letter agreement will be governed by and construed in accordance with the laws in effect in the State of New York, without regard to the application of conflict of law rules or principles. Such party consents to the exclusive jurisdiction of, and venue in, the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County in connection with matters arising under this letter agreement;

     2. Notwithstanding anything in this letter agreement to the contrary, such party agrees that any remedy at law for any breach of this letter agreement may be inadequate and that any party will be entitled to seek injunctive relief from any court having jurisdiction with respect to any alleged breach of this letter agreement; and

     3. SUCH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR OTHERWISE.

     4. Without the prior written consent of Parent, in the case of Clearwire, or Clearwire, in the case of Parent, which, in each case, may be withheld in its sole discretion, no party may assign, delegate or otherwise transfer any of its rights or obligations under this letter agreement without the consent of each other party hereto.

     5. Any provision of this letter agreement may be amended or waived, if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the parties to this letter agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

     6. Any term or provision of this letter agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this letter agreement or affecting the validity or enforceability of any of the terms or provisions of this letter agreement in any other jurisdiction.

     7. This letter agreement may be executed by the parties hereto in counterparts and by facsimile copy, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

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     This letter agreement is signed as of the date first written above.

[SIG PARTY ULTIMATE PARENT]

Name:

Title:

Accepted and Agreed:

CLEARWIRE COMMUNICATIONS LLC
By:
	Name:
	Title:

87

ATTACHMENT 3

New Clearwire Corporation Letter Agreement

[ • ], 20[ • ]

Comcast MVNO II, LLC
c/o Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer

TWC Wireless, LLC
290 Harbor Drive
Stamford, CT 06902
Attention: General Counsel

BHN Spectrum Investments, LLC
c/o Advance/Newhouse Partnership
5000 Campuswood Drive
East Syracuse, NY 13057
Attention: Mr. Leo Cloutier

Sprint Spectrum L.P. (d/b/a Sprint)
6200 Sprint Parkway
Overland Park, KS 66251
Attention: President, Wholesale Services

Re: 4G MVNO Agreement dated as of the date hereof (as amended, modified or supplemented from time to time, the “4G MVNO Agreement”) by and among Clearwire, LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, Sprint Spectrum L.P., and each other Person who shall become a party to the 4G MVNO Agreement (capitalized terms used herein without definition have the meanings given to them in the 4G MVNO Agreement)

Ladies and Gentlemen:

Clearwire Corporation, formerly known as New Clearwire Corporation, (“Parent”), for the benefit of each Person that is a SIG Party under the 4G MVNO Agreement, in consideration of the promises, covenants and agreements of the SIG Parties under the 4G MVNO Agreement, agrees to cause Clearwire Communications LLC (“Clearwire”) and each of its other Controlled Affiliates to take all actions as are necessary for each of them to perform its obligations under the 4G MVNO Agreement and to permit Sprint to perform its obligations under the 4G MVNO Agreement.

Parent represents and warrants to each SIG Party that: (i) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; (ii) it has all requisite corporate power and

88

authority to execute, deliver and perform its obligations under this letter agreement and activities contemplated hereby; (iii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations hereunder; (iv) this letter agreement is a valid and legally binding obligation of it, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or effecting creditors’ rights or by general equity principles); (v) the execution, delivery and performance of this letter agreement by it have been duly authorized by all necessary actions; (vi) the execution, delivery and performance of this letter agreement by it will not conflict with, violate or result in a breach of (a) any Applicable Law, (b) any of the terms, conditions or provisions of its organizational documents or (c) any material agreement or instrument to which it is or may be bound or to which any of its material properties, assets or businesses is subject; and (vii) it has not received any currently effective notice of default under any agreement or instrument that could reasonably be expected to impair in any material respect its ability to perform under this letter agreement.

Each of the parties to this letter agreement also agrees to the following:

     1. This letter agreement will be governed by and construed in accordance with the laws in effect in the State of New York, without regard to the application of conflict of law rules or principles. Such party consents to the exclusive jurisdiction of, and venue in, the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County in connection with matters arising under this letter agreement;

     2. Notwithstanding anything in this letter agreement to the contrary, such party agrees that any remedy at law for any breach of this letter agreement may be inadequate and that any party will be entitled to seek injunctive relief from any court having jurisdiction with respect to any alleged breach of this letter agreement; and

     3. SUCH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR OTHERWISE.

     4. Without the prior written consent of Parent, in the case of any SIG Party, or each SIG Party, in the case of Parent, which, in each case, may be withheld in its sole discretion, no party may assign, delegate or otherwise transfer any of its rights or obligations under this letter agreement without the consent of each other party hereto, except that a SIG Party may assign, in whole or in part, this letter agreement to a permitted assignee of such SIG Party pursuant to Section 16.1 or 16.3 of the 4G MVNO Agreement in connection with the assignment of the 4G MVNO Agreement, in whole or in part, to such Person.

     5. Any provision of this letter agreement may be amended or waived, if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the parties to this letter agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

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     6. Any term or provision of this letter agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this letter agreement or affecting the validity or enforceability of any of the terms or provisions of this letter agreement in any other jurisdiction.

     7. This letter agreement may be executed by the parties hereto in counterparts and by facsimile copy, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

     This letter agreement is signed as of the date first written above.

CLEARWIRE CORPORATION,
formerly known as NEW CLEARWIRE CORPORATION

Name:

Title:

Accepted and Agreed:

BHN SPECTRUM INVESTMENTS, LLC
By:
	Name:
	Title:

COMCAST MVNO II, LLC
By:
	Name:
	Title:

TIME WARNER CABLE INC.
By:
	Name:
	Title:

90

SPRINT SPECTRUM L.P.
By:
	Name:
	Title:

91

EX-10.27

Exhibit 10.27

EXECUTION COPY

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

MARKET DEVELOPMENT AGREEMENT

BETWEEN

CLEARWIRE COMMUNICATIONS LLC

AND

INTEL CORPORATION

EXECUTION COPY

TABLE OF CONTENTS

SECTION REFERENCES

1. PREAMBLE	4
2. PURPOSE AND SCOPE	5
3. TERM AND MVNO OPTION	5
4. DEVICE EMBEDDING RATES, DISTRIBUTION INCENTIVES AND EMBEDDING SUPPORT ACTIVITIES	7
5. ACTIVATION FEES FOR EMBEDDED DEVICES	10
6. CLEARWIRE COMMUNICATIONS NETWORK DEPLOYMENT	11
7. REMEDIES FOR MISSED PERFORMANCE TARGETS	12
8. [*****]	13
9. DATABASE, TRACKING OF ACTIVATIONS AND AUDITS	14
10. MARKETING AND CO-BRANDING	16
11. [*****]	21
12. REVENUE SHARE	21
13. RESERVED	22
14. OPEN PATENT ALLIANCE	22
15. QUARTERLY MANAGEMENT REVIEW	23
16. REPORTS AND PAYMENTS	23
17. PRIOR AGREEMENTS	24
18. WIMAX DEVELOPMENT ROADMAP AND SUPPORT	25
19. RESERVED	27
20. WIMAX CHIPSET SOURCING TERMS	27

THIS DOCUMENT AND ITS CONTENTS CONSTITUTE THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF CLEARWIRE COMMUNICATIONS LLC AND INTEL CORP. – DO NOT DISCLOSE TO THIRD PARTIES

21. COLLABORATION ON GLOBAL ADOPTION	27
22. CUSTOMER RELATIONS	28
23. DEMONSTRATION AND TEST ACCOUNTS	28
24. NETWORK DATA	29
25. INTELLECTUAL PROPERTY OWNERSHIP	29
26. DISCLAIMER OF WARRANTIES	30
27. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTEL	30
28. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLEARWIRE COMMUNICATIONS	31
29. CONFIDENTIAL INFORMATION	31
30. SEC FILING	33
31. INDEMNITY	34
32. LIMITATION OF LIABILITY	36
33. TERMINATION	36
34. REGULATORY REQUIREMENTS AND STANDARDS	42
35. COMPLIANCE WITH LAWS	42
36. MARKS	42
37. TAXES, DUTIES AND APPLICABLE TAX LAWS	43
38. FORCE MAJEURE	43
39. NOTICES	44
40. RESERVED	45
41. CHOICE OF LAW; DISPUTE RESOLUTION	45
42. SEVERABILITY	49

THIS DOCUMENT AND ITS CONTENTS CONSTITUTE THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF CLEARWIRE COMMUNICATIONS LLC AND INTEL CORP. – DO NOT DISCLOSE TO THIRD PARTIES

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43. SURVIVAL	49
44. BINDING EFFECT; ENTIRE AGREEMENT	50
45. AMENDMENTS; NO WAIVER	50
46. CONSTRUCTION AND INTERPRETATION	50
47. INCORPORATION BY REFERENCE	51
48. COUNTERPARTS; FAX SIGNATURES	51

INDEX OF APPENDICES

Appendix A	Definitions List
Appendix B	Intel MVNO Bundling Requirements
Appendix C	Method of Measuring POPs Coverage
Appendix D	[*****]
Appendix E	Technical Performance Requirements
Appendix F	Trademark License Agreement
Appendix G	RFI/RFP Provisions

THIS DOCUMENT AND ITS CONTENTS CONSTITUTE THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF CLEARWIRE COMMUNICATIONS LLC AND INTEL CORP. – DO NOT DISCLOSE TO THIRD PARTIES

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MARKET DEVELOPMENT AGREEMENT
BETWEEN
CLEARWIRE COMMUNICATIONS LLC
AND
INTEL CORPORATION

This Market Development Agreement (“Agreement”) dated November 28, 2008, is by and between Clearwire Communications LLC, a Delaware limited liability company (“Clearwire Communications”), having an office at 4400 Carillon Point, Kirkland, WA 98033 and Intel Corporation, (“Intel”) a Delaware corporation, having an office at 2200 Mission College Boulevard, Santa Clara, California, 95052. Clearwire Communications and Intel are each a “Party”, and collectively are referred to as the “Parties”. Initially capitalized terms not defined when first used are defined in Appendix A, “Master Definitions List”.

1. PREAMBLE

1.1 WHEREAS, Clearwire Communications, together with various subsidiaries and affiliated companies, owns, controls, and operates telecommunications systems and is licensed by the FCC to provide telecommunications and information services over the 2.5GHz spectrum in specified market segments;

1.2 WHEREAS, Clearwire Communications is in the process of building and deploying a wireless broadband 2.5 GHz telecommunications network in the United States using the WiMAX technology standard;

1.3 WHEREAS, Clearwire Communications desires that its Customers be able to use a variety of WiMAX enabled Devices on the Clearwire Communications Network;

1.4 WHEREAS, Intel has developed, and intends to develop, one or more WiMAX Chipsets suitable for embedding in Devices;

1.5 WHEREAS, Clearwire Communications and Intel wish to work together to market and promote WiMAX to consumers and original equipment manufacturers of Devices in an effort to accelerate deployment and adoption of WiMAX Devices and WiMAX Services in the United States;

1.6 WHEREAS, Sprint and Intel, and Clearwire and Intel, have each previously entered into separate agreements for the development and deployment of WiMAX-based chipsets and a WiMAX-based network;

1.7 WHEREAS, Clearwire Communications’ predecessor in interest and Intel are entering into the Transaction Agreement pursuant to which Intel will make an investment

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in Clearwire Communications at the Closing (as defined therein) thereunder, the occurrence of which is a condition precedent to the Parties entering into this Agreement.

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

2. PURPOSE AND SCOPE

2.1 Under this Agreement, the Parties contemplate the good faith commitment by Clearwire Communications to deploy the Clearwire Communications Network in the United States and promote the use of Qualifying Intel Devices, and Intel’s good faith commitment to develop, market, sell, and support certain WiMAX Chipsets for use in Devices that may be used on the Clearwire Communications Network.

2.2 The objective of the Parties is to jointly accelerate deployment and adoption of WiMAX products and services in the United States across a broad array of devices for use on the Clearwire Communications Network, by the deployment of the Clearwire Communications Network and, subject to applicable law, by providing incentives to OEMs and ODMs to incorporate WiMAX Chipsets into Devices in commercial quantities as soon as possible. To that end, Clearwire Communications is making certain commitments to build out the Clearwire Communications Network, and Intel is making certain commitments to meet certain Embedding Rates. Intel and Clearwire Communications also, among other things, are agreeing to certain appropriate [*****] commitments, subject to applicable law, to accelerate the deployment and adoption of WiMAX products and services by OEMs and ODMs.

2.3 Both Parties understand that their efforts to accelerate deployment and adoption of WiMAX products and services are, among other things, dependent on competitive pricing of WiMAX Chipsets and WiMAX broadband Services that are sufficiently low to encourage OEMs and ODMs to incorporate WiMAX Chipsets into a large segment of OEM and ODM Device product lines and to encourage a large number of potential Clearwire Communications Customers to use WiMAX broadband Services on the Clearwire Communications Network.

3. TERM AND MVNO OPTION

3.1 The term of this Agreement will be from the date that this Agreement has been executed by both Parties (“Effective Date”) and for seven (7) years thereafter (the “Initial Term”). After the Initial Term, but only for so long as Intel (a) each year after the Initial Term continues to meet its Annual Spending Requirements, (b) each year after the Initial Term achieves an Embedding Rate of not less than [*****] (c) each year after Year Six achieves an Embedding Rate for [*****] that is greater than or equal to [*****] of the Embedding Rate that was achieved by Intel in the prior year for each such Device, provided that the Embedding Rate is never less than [*****] and (d) is not otherwise in material breach of this Agreement at the time of commencement of an Intel Renewal

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Term, then Intel may, at its sole option, extend this Agreement for successive one (1) year terms (each an “Intel Renewal Period”) up to a maximum of thirteen (13) times for a total potential term of twenty (20) years by giving written notice to Clearwire Communications of Intel’s election to renew at least ninety (90) calendar days before the expiration of the Initial Term or an Intel Renewal Period, as applicable. Notwithstanding the foregoing, if Intel has elected to extend this Agreement for the maximum period set forth in the preceding sentence, then beginning with the twentieth (20th) year, this Agreement will automatically renew for successive one (1) year renewal periods (each a “Renewal Period”), provided however that at the beginning of the twentieth (20th) year of this Agreement or no later than the first day of any subsequent year, either Party my terminate this Agreement by giving written notice to the other Party at least one (1) year prior to the commencement of the next Renewal Period (for example only, if this Agreement were extended by Intel through the twentieth (20th) year, Clearwire Communications may terminate this Agreement effective at the end of the twentieth (20th) year by giving written notice to Intel no later than the first day of the twentieth (20th) year). The Initial Term, together with any applicable Intel Renewal Periods and any applicable Renewal Periods, is referred to as the “Term.”

3.2 3G MVNO Option. Concurrent with the execution of this Agreement and subject to the provisions of Section 3.3 below, the Parties contemplate that Intel will enter into a separate written agreement with a Sprint subsidiary pursuant to which Intel and the Sprint subsidiary will agree upon the terms and conditions under which Intel shall, if it so elects, have the right to become a Party (as defined therein) to that certain MVNO Support Agreement dated as of May 7, 2008, as amended, modified or supplemented from time to time (the “3G MVNO Agreement”) among Sprint Spectrum; Comcast MVNO II, LLC; TWC Wireless, LLC; and BHN Spectrum Investments, LLC.

3.3 At any time during the Initial Term, Intel shall have the right to elect to become either (a) a Party (as defined therein) to that certain 4G MVNO Agreement dated as of the Effective Date, as amended, modified or supplemented from time to time (the “4G MVNO Agreement”) among Clearwire Communications; Sprint Spectrum; Comcast MVNO II, LLC; TWC Wireless, LLC; and BHN Spectrum Investments, LLC (a “4G MVNO Election”), or (b) a Party to both the 4G MVNO Agreement and the 3G MVNO Agreement (a “Combined MVNO Election”). Any 4G MVNO Election shall be on terms and conditions that are the same as those offered to any MSO Member who is a Party (as defined therein) to the 4G MVNO Agreement with Clearwire Communications, executed concurrently with this Agreement, and which will include an obligation on Intel to bundle additional services with WiMAX access service (whether such additional services are Intel branded or are provided through an arrangement with a third party provider of additional services) as provided in Appendix B to this Agreement (the “Intel Bundled Services”), subject to the following conditions:

3.3.1 At both the time of any 4G MVNO Election or Combined MVNO Election, and at the time a 4G MVNO Election or a Combined MVNO Election

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becomes effective, Intel must (a) be in compliance with its Intel MDF commitment in the calendar year just prior to when the 4G MVNO Election or Combined MVNO Election becomes effective in accordance with Section 10.1, (b) have met its Embedding Rate commitment for the year just prior to when the 4G MVNO Election or Combined MVNO Election becomes effective for [*****] as provided in Table 4.1, and (c) not be in material breach of this Agreement; and

3.3.2 If Intel makes a 4G MVNO Election or a Combined MVNO Election in the first three (3) years of this Agreement, then this Agreement shall terminate three (3) years after the Effective Date. If Intel makes a 4G MVNO Election or Combined MVNO Election more than three (3) years after the Effective Date, but before the end of the seventh year of this Agreement, then this Agreement shall terminate at the time such 4G MVNO Election or Combined MVNO Election becomes effective. In either case, if Intel exercises either a 4G MVNO Election or a Combined MVNO Election, it will do so in good faith by making commercially reasonable efforts to (a) develop, promote, and sell a WiMAX mobile broadband service, and (b) make available WiMAX chipsets to OEMs for, and work with such OEMs to accomplish, the embedding of WiMAX Chipsets in Intel Devices during the seven (7) year period immediately following the Effective Date.

3.4 Procedure for making a MVNO Election. If Intel makes a 4G MVNO Election, it will do so by delivery of the joinder agreement that is an exhibit under the 4G MVNO Agreement. If Intel makes a Combined MVNO Election, it will do so by delivery of the joinder agreement that is an exhibit under both the 3G MVNO Agreement and the 4G MVNO Agreement. Prior to execution of a joinder agreement, Clearwire Communications will provide to Intel copies of amendments, if any, to the 3G MVNO Agreement and 4G MVNO Agreements.

3.5 Notwithstanding anything to the contrary in this Agreement or in the 4G MVNO Agreement between the Parties, and notwithstanding anything to the contrary in the 3G MVNO Agreement between Intel and a Sprint subsidiary, if Intel is in material breach of this Agreement and/or in material breach of any 4G MVNO Agreement between the Parties, or is in material breach of any 3G MVNO Agreement between Intel and a Sprint Subsidiary, and has not cured such material breach as provided for in this Agreement for breaches related to this Agreement or any such 4G MVNO Agreement for breaches related to such 4G MVNO Agreement or any such 3G MVNO Agreement, then Clearwire Communications may terminate this Agreement and the 4G MVNO Agreement (solely with respect to Intel and not as to any other party to such agreements) between the Parties by giving written notice of termination to Intel.

4. DEVICE EMBEDDING RATES, DISTRIBUTION INCENTIVES AND

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EMBEDDING SUPPORT ACTIVITIES

4.1 Intel Device Commitments.

4.1.1 Intel shall achieve the Embedding Rate for Intel-Based Devices as set forth in Table 4.1 and, if Intel elects to extend this Agreement under Section 3.1, in Section 4.1.2 below:

TABLE 4.1

Intel Embedding Rate Commitment for [*****]
Sold to [*****]
[*****]

4.1.2 Notwithstanding anything to the contrary, during the Initial Term, [*****].

4.2 Annual Reviews and Embedding Rate Targets. Within forty-five (45) days after June 30 of each year as part of the Parties’ annual goal setting process, Intel shall translate the Embedding Rates specified above into [*****] for the forthcoming year. Intel shall use commercially reasonable efforts to obtain relevant sales data from its OEMs and their respective distributors in order to determine the number of [*****] that are sold to [*****] each year. If Intel is, after using commercially reasonable efforts, unable to obtain such data, the Parties shall meet and confer in good faith and shall agree on a mutually acceptable method of determining the number of [*****] that are sold to [*****] each year.

4.3 [*****]. Except as otherwise provided in this Agreement, subject to applicable law, [*****] Clearwire Communications shall not directly or indirectly provide [*****].

4.4 [*****].

4.5 Design-Win and Design-In Engineering and Validation Support. During the Term, Intel shall provide and perform appropriate and necessary Design-Win and Design-In engineering and validation support for such activities as thermal and electrical testing, layout, antenna specification design and placement, and lab/field testing to ensure that Qualifying [*****] are available for use, and function properly, on the Clearwire Communications Network.

4.6 Interoperability Testing. As part of its support of its OEM and ODM customers and certain other third parties, Intel shall support and coordinate IOT on the Clearwire Communications Network to ensure Qualifying Intel Devices, infrastructure equipment, and services interoperate pursuant to a mutually agreed upon IOT schedule, which IOT schedule the Parties will use good faith efforts to accomplish promptly after execution of

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this Agreement. Clearwire Communications shall coordinate with Intel to facilitate any required IOT with the OEMs and ODMs that manufacture Qualifying [*****] that are intended to operate on the Clearwire Communications Network, and upon Intel’s reasonable request, Clearwire Communications shall make its personnel reasonably available to discuss the Clearwire Communications Network with OEMs that manufacture Qualifying [*****] in an effort to reasonably assist Intel in meeting its Embedding Rate commitments.

4.7 Automatic Updates. Intel shall make commercially reasonable efforts to implement and make available to consumers one or more systems that will provide automatic software updates including without limitation new releases, correction patches, bug fixes and promotional offers, to Devices containing Qualifying WiMAX Chipsets.

4.8 Device Certification.

4.8.1 Streamlined Certification Requirements. Certification requirements for Devices on the Clearwire Communications Network shall conform to the certification standards established by the WiMAX Forum and any additional reasonable streamlined certification requirements established by Clearwire Communications. If such certification requirements require access to Clearwire Communications facilities and/or personnel, Clearwire Communications shall provide the same level and scope of access to Intel or Intel’s designated third party engineering partners (subject to execution of an appropriate non-disclosure agreement by such third party engineering partners), as Clearwire Communications provides to other parties seeking certification. Access shall not be unreasonably withheld or delayed. Clearwire Communications shall make available to Intel or its designated third party engineering partners estimated schedules and timelines for the streamlined certification process to support the development of product launch timelines.

4.8.2 The certification requirements and Clearwire Communications’ Quarterly Services Roadmap are among other things Clearwire Communications anticipates discussing with its MSO Members during the Forum discussions between such parties. Clearwire Communications shall use good faith reasonable efforts to include provisions in its MVNO agreements that afford Intel the opportunity to participate in all Forum discussions between Clearwire Communications and the MSO Members. If Intel is unable to participate as described herein, Clearwire Communications will provide a reasonably detailed update to Intel of Clearwire Communications’ Quarterly Services Roadmap after each Forum meeting, unless such information is deemed confidential by the members of the Forum.

4.8.3 The Parties will confer in good faith to discuss support and certification for Non-Standard Network Service features, but Intel shall not be obligated to support any such non-standard features.

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4.8.4 Intel will be responsible for the certification identified in Section 4.8.1, including any associated costs incurred by Intel directly and reasonable associated direct costs of Clearwire Communications, if requested by Clearwire Communications, for any Qualifying Intel Devices on the Clearwire Communications Network (“Certification Costs For Intel Qualifying Devices”) consistent with the certification process described in this Agreement provided however that such Certification Costs For Intel Qualifying Devices are no greater than any other cost reimbursement Clearwire Communications receives from any other third party for such certification process. In the event Clearwire Communications requests Intel to reimburse Clearwire Communications for such Certification Costs For Intel Qualifying Devices, Clearwire Communications will first provide Intel with written documentation estimating such Clearwire Communications Certification Costs For Intel Qualifying Devices and upon completion of such certification all final documentation specifying in detail the actual Clearwire Communications Certification Costs For Intel Qualifying Devices.

5. ACTIVATION FEES FOR EMBEDDED DEVICES

5.1 Payments to Intel. Commencing on the Start Date and for the period specified in Table 5.1 below, as consideration for Intel achieving the Embedding Rates set forth in Section 4.1 above, Clearwire Communications shall pay to Intel Embedded Device Activation Fees as set forth in Table 5.1 below, subject to any adjustments, for each Qualifying Intel Device Activated on the Clearwire Communications Network:

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TABLE 5.1

Intel Embedded Device Activation Fees

[*****]

5.2 [*****]. Subject to Section 5.2.1., Embedded Device Activation Fees shall [*****].

5.2.1 [*****]. Notwithstanding the provisions of Section 5.2, [*****]:

[*****]

5.2.2 [*****], then in order to determine whether [*****] in Section 5.2 above [*****] under Section 5.1, [*****] as the basis for calculating the amount of [*****] referenced in Section 5.2, and the resulting amount will be used to determine if [*****]. Unless the Parties agree otherwise, the method of calculation in this Section 5.2.2 shall not apply to [*****] and the provisions of Section 5.2 shall be used to determine if [*****].

5.3 [*****]. If in any year (as measured on the first day of July for the preceding twelve (12) month period) [*****]. For the purposes of this Section 5.3, [*****] as provided in this Section 5.3, then within thirty (30) calendar days after the [*****] in this Section 5.3. For the avoidance of doubt, the Parties acknowledge that the [*****] under this Agreement.

5.4 [*****]. Clearwire Communications will pay to Intel the Embedded Device Activation Fees due in accordance with the payment terms specified in Section 16.3. Subject to Section 5.2, the Parties agree that [*****].

5.5 Clearwire Communications and Intel shall engage in good faith discussions regarding Embedded Device Activation Fees and/or other joint activities to agree on [*****]. Notwithstanding anything to the contrary in this Agreement, until the Parties have (a) agreed that a particular [*****] and (b) agreed upon deliverables specific to those agreed upon [*****]. Nothing herein shall obligate either Party to enter into an agreement concerning [*****].

6. CLEARWIRE COMMUNICATIONS NETWORK DEPLOYMENT

6.1 Clearwire Communications shall achieve the POPs Coverage set forth in Table

6.1 below:

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TABLE 6.1

Clearwire Communications POPs Coverage Commitment

	POPs Coverage to be Achieved by Clearwire
Time Period	Communications
[*****]		[*****]

6.2 Network Coverage Service Level. Solely for the purposes of this Section 6 and for no other purpose, Clearwire Communications’ POPs Coverage shall be determined by the methodology set forth on Appendix C to this Agreement.

6.3 Notwithstanding anything to the contrary in this Agreement, if Clearwire Communications has (or in the case where December 31, 2008 is prior to the Effective Date, then if Clearwire and Sprint acting independently have in the aggregate) [*****]. If Clearwire Communications (or in the case where December 31, 2008 is prior to the Effective Date, then if Clearwire and Sprint acting independently but in the aggregate) [*****]. Notwithstanding anything to the contrary in this Agreement, [*****]. In the event December 31, 2008 is after the Effective Date, Clearwire Communications will within thirty (30) days thereafter provide Intel with written notice as to the total number of POPs Coverage as of December 31, 2008 in major metropolitan service areas in the United States. Clearwire and Sprint each have separately acknowledged in a written agreement that they will provide their respective POPs Coverage numbers, as of December 31, 2008, to Intel.

7. REMEDIES FOR MISSED PERFORMANCE TARGETS

7.1 RESERVED

7.2 Except as otherwise provided in Section 7.3, the remedies specified in the following Table 7.2 are in addition to any other remedies the respective Parties have in the event either Intel fails to meet its Embedding Rate targets and/or Clearwire Communications fails to meet its POPs Coverage targets.

TABLE 7.2

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Remedies for Missed Performance Targets

[*****]

7.3 Sole and Exclusive Remedies. Notwithstanding the provisions of Section 7.2, in the event that Intel uses commercially reasonable efforts to [*****] and still fails to do so and/or Clearwire Communications uses commercially reasonable efforts to meet the POPs Coverage targets and still fails to do so, then the respective remedies set forth in Table 7.2 shall be the other Party’s sole and exclusive remedy with respect to the [*****]. In the event that Intel elects to renew this Agreement after the Initial Term as provided for in Section 3.1 above and uses commercially reasonable efforts to [*****] or any subsequent applicable yearly period and still fails to do so, the sole remedy of Clearwire Communications shall be that Intel shall not have any right under Section 3.1 to extend the Term for any additional Intel Renewal Periods.

8. [*****]

8.1 OEM/ODM Incentives. Subject to applicable law, as between Intel and Clearwire Communications [*****] shall be responsible for providing necessary and appropriate engineering support, technical support and commercially reasonable financial incentives to OEMs and ODMs in order to achieve the Embedding Rates specified in Section 4.1 of this Agreement for [*****]. In order to (a) facilitate accelerated embedding of Qualifying WiMAX Chipsets in [*****] and (b) further the Parties’ mutual goal to accelerate the deployment of a leading edge wireless broadband network with related services, [*****] shall, subject to applicable law, act as [*****] with respect to providing commercially reasonable [*****] including conducting all [*****] related thereto, and [*****] shall provide such commercially reasonable [*****] shall have no obligation or responsibility to provide [*****] under this Agreement to [*****] with respect to Embedding Rates or the [*****]. For the avoidance of doubt, the Parties hereby acknowledge and agree that [*****] the Embedded Device Activation Fees payable under this Agreement is [*****] obligations under Section 4.1 of this Agreement, and [*****] over the duration of the Term. Notwithstanding the foregoing, nothing herein shall restrict or otherwise prevent [*****] provided that such activities are not designed to circumvent the provisions of this Section 8.1, or Section 4.3.

8.2 OEM/ODM Promotional Activities. If Clearwire Communications desires that Intel pursue and engage in reasonable specific promotions or other like activities with OEMs and/or ODMs to improve Embedding Rates or Activation Rates, Clearwire Communications may provide reasonable suggestions in writing to Intel, and Intel shall use commercially reasonable efforts to implement such suggestions in a timely manner.

8.3 Retail Channels. Except as otherwise provided in this Agreement, Intel shall have

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no responsibility for providing appropriate incentives, financial or otherwise, to retail or other sales channels for the promotion of WiMAX related products and services.

8.4 Customer Care. Clearwire Communications shall use commercially reasonable efforts to (a) coordinate with OEMs to establish a customer care process, subject in all instances to Clearwire Communications’ policies and procedures for customer care, pursuant to which OEMs may redirect customers to Clearwire Communications to resolve performance issues concerning the Clearwire Communications Network, (b) assist customers in resolving verified performance issues with the Clearwire Communications Network, and (c) include a disclaimer of liability notice to end users with respect to Clearwire Communications Network performance for Clearwire Communications, OEMs and Intel.

9. DATABASE, TRACKING OF ACTIVATIONS AND AUDITS

9.1 Subject to applicable law, Intel or a third party retained by Intel shall (a) use commercially reasonable efforts to develop, maintain and operate a database, along with appropriate accounting software, to track and correlate sales, shipments and activations of Qualifying Intel Devices, [*****], and Intel-based MIDs (the “Activation Database”); and (b) administer, maintain and operate the Activation Database to track and settle any financial incentives owed to its OEM and/or ODM customers. Clearwire Communications and Intel shall cooperate in good faith in an effort to appropriately integrate Intel’s Activation Database with Clearwire Communications’ network operating systems to ensure automatic, cost-effective, and timely reconciliation of accounts.

9.2 Audits. Intel and Clearwire Communications will each maintain complete and accurate records of (a) all amounts owed, all Marketing Tonnage and payments made, by Intel and Clearwire Communications hereunder, and (b) all data concerning POPs Coverage, Device volumes and activations, and any other data that is reasonably related to the scope and purpose of, or reasonably necessary to determine compliance with, this Agreement, all in accordance with U.S. generally accepted accounting principles. Intel and Clearwire Communications will each retain such records for a period of three (3) years from the date of expiration or termination of this Agreement. Subject to applicable law, Intel and Clearwire Communications agree to provide reasonable supporting documentation to each other concerning any discrepancies within thirty (30) calendar days after receipt of written notification of such discrepancies.

9.2.1 Upon at least thirty (30) calendar days’ prior written notice, either Party may, at its own expense, retain an independent third party auditing firm to conduct an audit of the other Party’s relevant records and documents for the purpose of determining compliance with the terms of this Agreement (an “Audit”). A Party may conduct such Audit only once per year during the Term at the audited Party’s business offices during the audited Party’s normal business

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hours at such facility and in such a manner as to not interfere with the audited Party’s normal business operations. Notwithstanding the foregoing, the Parties shall utilize commercially reasonable efforts to mutually agree on timing of any such Audit and shall use reasonable good faith efforts to avoid conducting such Audit during a Party’s year end and quarterly financial preparation and internal audit processes. The auditing firm (the “Auditor”) will be required to execute a confidentiality agreement, and the data utilized for the independent Audit and the results of the independent Audit will be confidential and will be disclosed only to Clearwire Communications and Intel, except in the case of CPNI which shall not be disclosed to Intel. The Auditor shall discuss its preliminary findings with Intel and Clearwire Communications representatives prior to reducing its finding to writing and afford both Intel and Clearwire Communications an opportunity at such meeting and for at least three (3) business days thereafter to provide additional information or suggest alternate views of the reported results. Thereafter, the Auditor who conducts the examination shall simultaneously provide Intel and Clearwire Communications with a copy of the Auditor’s written report. In the case of an Audit by Intel of Clearwire Communications’ records, the Auditor shall, under the terms of its non-disclosure agreement with Clearwire Communications, be expressly prohibited from sharing any CPNI with Intel. Intel shall use reasonable efforts to also instruct the Auditor not to share any CPNI with Intel. CPNI shall constitute the Confidential Information of Clearwire Communications. If Intel comes into possession of any CPNI it will promptly return to Clearwire Communications, or at the request of Clearwire Communications destroy, such CPNI. Notwithstanding anything to the contrary, if Intel makes a 4G MVNO Election pursuant to this Agreement, at the time of such election the Parties shall meet in confer in good faith to mutually agree on (a) certain restrictions that will be placed on competitively sensitive data, and (b) joint instructions to the Auditor for the handling and use of competitively sensitive data, all of which shall be subject to applicable law.

9.2.2 In the event that the results of such independent Audit shows that a Party has not materially complied with the terms of this Agreement, such Party shall promptly commence reasonable efforts to cure, and shall cure, the material non-compliance within thirty (30) calendar days after receipt of the Auditor’s written report containing such results.

9.2.3 In the event that a Party has, to the extent such Party is obligated to pay any amounts to or for the benefit of the other Party, underpaid any amounts, the Party shall, within thirty (30) days after completion of the Audit, pay such amounts that are due and owing.

9.2.4 If any of the situations described in Section 9.2.2 or Section 9.2.3 occurs, notwithstanding anything to the contrary in this Agreement, in addition to any other remedies under this Agreement that are available to the Party conducting the

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Audit, the audited Party will reimburse the auditing Party for the reasonable out-of-pocket costs of the Audit.

10. MARKETING AND CO-BRANDING

10.1 Intel Market Development Funds. Except as expressly provided in this Section 10, during the seven (7) year period commencing on the first day of [*****], Intel shall deliver into the United States marketplace not less than [*****] worth of Marketing Tonnage (the “Intel MDF”) through [*****] . Intel shall deliver not less than [*****] of the Intel MDF during the [*****] following the Start Date [*****] of the Intel MDF during the remaining [*****] consistent with generally acceptable [*****]. The Intel MDF shall be solely for use in connection with [*****] be spent on programs and activities as reasonably determined by Intel [*****] will include marketing funds spent on [*****] promotional activities as specified in this Section 10. [*****].

10.1.1 [*****] Clearwire Communications shall provide Intel with a written summary of the cumulative Access Revenues received by Clearwire Communications from [*****]. The summary shall identify what percentage of Access Revenues [*****]. If at the end of [*****] total amount of Access Revenue received by Clearwire Communications [*****] If at the end of [*****] the total amount of Access Revenue received by Clearwire Communications [*****] obligated to deliver into [*****] marketplace in the form of Marketing Tonnage [*****] To the extent that Intel has, at the end of [*****].

10.2 Marketing Program Reviews. As part of the quarterly review specified in Section 15 of this Agreement, the Parties shall discuss the effectiveness of the marketing programs and activities contemplated under this Agreement. If Clearwire Communications desires that Intel pursue and engage in reasonable specific promotions or other activities, Clearwire Communications may provide reasonable marketing and/or reasonable co-branding suggestions in writing to Intel, and Intel shall use commercially reasonable efforts to implement such suggestions in a timely manner. Upon request by Clearwire Communications, Intel shall provide a written summary, in a form to be mutually agreed upon, of its efforts to implement such suggestions.

10.3 Brand Association and Co-Branding. Prior to the first day of Year One, Intel shall commence and complete development of the Co-Branding Construct to promote the Clearwire Communications Network and the Clearwire Communications brand in close association with Intel’s own brand(s). Intel shall keep Clearwire Communications reasonably apprised of Intel’s progress in developing the Co-Branding Construct. Each Party will license to the other Party its Marks necessary for the Co-Branding Construct in accordance with the Trademark License in Appendix F attached hereto. The Co-Branding Construct will be prominently featured in Intel’s own direct advertising

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campaigns in accordance with the Trademark License in Appendix F, and made available for license by Intel, under Intel’s standard license terms, to OEMs and Intel’s other channel partners that [*****] program or other Intel programs for use in their marketing efforts to promote Qualifying Intel Devices that work on the Clearwire Communications Network and where appropriate to support the [*****] efforts of third parties for [*****]. Conceptual drawings of the Co-Branding Construct are set forth in Appendix D to this Agreement, and the final Co-Branding Construct shall be similar to the conceptual drawings contained in Appendix D. Upon completion of the Co-Branding Construct, Intel will provide Clearwire Communications with replacements for the conceptual drawings contained in Appendix D, and these will constitute the Co-Branding Construct. If requested by Clearwire Communications, Intel will meet and confer in good faith to discuss licensing of the Co-Branding Construct or a substantially similar co-branding construct to Clearwire Communications third party Resellers, MVNO Partners, and/or Affiliates.

10.4 Licensing Agreement. Attached to this Agreement as Appendix F is a separate royalty-free trademark license agreement (the “Trademark License”) between Intel and Clearwire Communications, which shall be executed concurrent with this Agreement, and which shall remain valid for the Term, unless earlier terminated pursuant to its own terms. Notwithstanding anything to the contrary in this Agreement, the terms and conditions of the Trademark License shall govern the Parties’ respective rights, duties and obligations with respect to each Party’s Marks under this Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Trademark License, the terms of the Trademark License shall govern but only to the extent necessary to resolve the conflict.

10.5 Marketing and Brand Strategy. No later than the first day of [*****], Intel shall commence [*****] of its WiMAX solutions in the [*****] using the final Co-Branding Construct (subject to any pre-existing contractual obligations to provide advance notice under Intel’s [*****]), incorporate the Co-Branding Construct into Intel’s [*****], and permit the Co-Branding Construct [*****]. The Intel MDF shall be used to [*****] as described in more detail in this Section 10, all of which shall be at Intel’s reasonable choosing, except as otherwise provided in Section 10.6, and which may include some but not necessarily all, of the marketing activities or environments described in this Section 10.

10.5.1 Determination of Appropriate Activities. Intel shall, through its customary brand marketing and brand strategy development and approval process, select which marketing and branding activities or environments would be most appropriate in Intel’s reasonable opinion to include in the final marketing and brand strategy (or any specific marketing campaign) for promotion of the Co-Branding Construct. During such process Intel shall obtain Clearwire Communications’ input related to such marketing and brand strategy, but notwithstanding anything to the contrary in this Agreement Intel shall have the right in its reasonable discretion to determine the specific marketing and branding

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programs and/or environments related to Intel’s promotion of the Co-Branding Construct and its implementation details, except as otherwise provided in Section 10.6.

10.6 Minimum Enabling Requirements. Notwithstanding the provisions of Section 10.5, during the Term, Intel shall perform all of the marketing and co-branding activities set forth in this Section 10.6, which activities shall collectively be the minimum enabling requirements (the “Minimum Enabling Requirements”) under this Agreement. Intel shall have the right to propose in good faith reasonable alternatives to the Minimum Enabling Requirements. Clearwire Communications shall review such proposals in good faith and may approve or deny such request, provided however that Clearwire Communications shall not unreasonably refuse to approve a proposed alternative. [*****].

10.6.1 [*****]

10.6.2 [*****]

10.6.3 [*****]

10.6.4 [*****]

10.6.5 [*****]

10.7 Additional Marketing Environments. Intel’s marketing campaigns may include a wide range of possible marketing environments at Intel’s reasonable choosing. For purposes of illustration only the following are descriptions of possible marketing environments and the implementation processes, and do not represent a commitment by Intel to pursue or implement any particular environment(s) unless expressly provided for in the final Intel marketing and brand strategy for promotion of the Co-Branding Construct.

10.7.1 Enterprise Sales Materials. Intel has relationships within its management team that call on senior technology staff of Fortune 1000 companies in the United States. If applicable Intel will use commercially reasonable efforts to integrate WiMAX and Clearwire Communications specific educational and promotional messages into Intel’s materials for use with this constituency as appropriate. Subject to applicable law, Intel will similarly fund as appropriate and commercially reasonable the integration of such messages into the enterprise sales efforts of its OEM and other partners who promote WiMAX and call on the Fortune 1000 companies.

10.7.2 Retail Point of Purchase Displays. This category consists of in-store merchandising displays and literature applicable to the Co-Branding Construct designed to educate and assist in the purchase decision of the buyer at the point of purchase so that the buyer understands the benefits of and ultimately selects systems that support the Services. If applicable Intel will integrate the Co-Branding Construct into its own Point of Purchase display and through its indirect marketing programs fund the inclusion of the Co-Branding Construct in the Point of Purchase displays of OEMs as appropriate.

10.7.3 Retail Merchandising & Circulars. This category consists of advertising

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vehicles created by retailers for promotion of sales and merchandise. If applicable, Intel will integrate the Co-Branding Construct in its own efforts to support its platforms in these vehicles and will, through its indirect marketing programs, fund the OEMs to do the same.

10.7.4 Web Ads. If applicable, Intel will integrate the Co-Branding Construct into its direct online advertising as appropriate and will similarly fund through its indirect marketing programs the integration of the Co-Branding Construct into the online advertising of OEMs for their relevant platforms.

10.7.5 Print Advertising. If applicable, Intel will integrate the Co-Branding Construct into its direct print advertising as appropriate and will similarly fund through its indirect marketing programs the integration of the Co-Branding Construct into the print advertising of OEMs for their relevant platforms.

10.7.6 Television Advertisements. If applicable, Intel will integrate the Co-Branding Construct into its direct television advertising as appropriate and would similarly fund through its indirect marketing programs the integration of the Co-Branding Construct into the television advertising of OEMs for their relevant platforms.

10.7.7 Outdoor & Environmental. If applicable, Intel will integrate the Co-Branding Construct into its direct marketing outdoor advertising as appropriate and will similarly fund through its indirect marketing programs the integration of the Co-Branding Construct into the outdoor advertising and other event marketing of OEMs for their relevant platforms.

10.7.8 Trade Shows & Events. If applicable, Intel will integrate the Co-Branding Construct into its direct trade show and events efforts as appropriate and will similarly fund consistent with the “Intel Inside^®” program the integration of the Co-Branding Construct into the print advertising of OEMs for their relevant platforms.

10.7.9 Promotions & Public Relations. If applicable, Intel will promote the Clearwire Communications Network through public events such as the Consumer Electronics Show and the Intel Developer Forum promoting Qualifying Intel Devices. Within the context of Intel Inside program and other channel marketing programs, if applicable, Intel will make available and promote marketing programs that encourage its customer and channel partners to promote the Services in conjunction with Qualifying Intel Devices. The common purpose of these marketing efforts is to promote the Clearwire Communications Network and Qualifying Intel Devices for use on the Clearwire Communications Network. If applicable, Intel commits to participate as the major launch partner in the top

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Clearwire Communications market launches and likewise, subject to applicable law, create appropriate incentives for participation of Intel’s marketing partners. Subject to applicable law, Intel will continue to make available its cooperative marketing programs to allow its partners to continue to fund and promote the Clearwire Communications Network service using co-op funds and Intel will continue to feature the Co-Branding Construct in its own marketing efforts for as long it is commercially reasonable to do so. Other than industry or technical communications, such as standards work, Intel will use commercially reasonable efforts to refer to Clearwire Communications by name if appropriate in WiMAX-related marketing promotions and public relations in the United States as reasonably determined by Intel.

10.7.10 [*****].

10.7.11 Bezel Promotion. Where applicable, a temporary sticker applied at the point of manufacture of [*****] that is designed to call the user’s attention to the Clearwire Communications Network feature included in the Intel-based Performance Notebook and to encourage the user to sign up for the Services. Consistent with industry practice this sticker will be prominently and visibly positioned on the “palm rest” so that it was visible to shoppers in point of purchase system displays and to the user at the time of use.

10.7.12 Out of the Box Experience. Upon first use, the user is generally walked through an interactive set up process that will include signing up for applications and services. If applicable, Intel will work with, and use commercially reasonable efforts to [*****].

10.8 Remedies Pertaining to Minimum Enabling Requirements. Upon Clearwire Communications’ request, Intel shall document its compliance with the provisions of Section 10.6 and Section 10.7. During the quarterly management review meetings as proscribed by Section 15, Intel will provide a status report to Clearwire Communications of Intel’s progress in fulfilling its obligations under Section 10.6. Clearwire Communications may, in accordance with Section 9.2, perform an Audit of Intel for the purpose of determining Intel’s compliance with Section 10.6. If Intel fails to fulfill its Minimum Enabling Requirements set forth in Section 10.6 for any particular Qualifying Intel Device, then, in addition to any other Clearwire Communications remedies, the Embedded Device Activation Fee shall be reduced by [*****], provided however that if Intel uses commercially reasonable efforts to meet the [*****].

10.9 General Marketing Activities. Subject to Section 29.8, during the Term, Intel will plan and coordinate public relations activities with Clearwire Communications related to the Clearwire Communications Network and the launch of Intel Devices with Clearwire Communications. The Parties will use commercially reasonable efforts to ensure that a

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consistent, mutually agreeable message is communicated to the general public with respect to the marketing of WiMAX technology and services, provided however nothing herein shall prevent a Party from engaging in any specific marketing activity nor shall either Party be obligated to obtain the other Party’s prior approval for its own good faith marketing activities related to WiMAX.

10.10 [*****].

11. [*****]

11.1[*****]

11.1.1[*****]

11.1.2[*****]

11.1.3[*****]

11.2[*****]

11.2.1[*****]

11.2.2[*****]

11.3 No Restriction on Certain Practices. Notwithstanding anything to the contrary in this Agreement, nothing herein shall prevent Intel from (a) continuing its current business and marketing practices as to Intel’s OEM and channel customers, including Intel’s [*****] and the joint marketing program component thereof, [*****], and (b) co-marketing related to WiMAX in a generic manner [*****].

11.4 [*****]

11.4.1 [*****]

11.4.2 [*****]

11.5 [*****]

11.5.1 Notwithstanding anything to the contrary in this Agreement, other than as expressly provided for in Section 11.5.2, and subject to applicable law, [*****].

11.5.2 [*****]

11.5.3 [*****]  Clearwire Communications will within thirty (30) days of receipt of such notice provide Intel with written assurances specifying Clearwire Communications’ compliance with this Section.  Should Clearwire Communications fail to respond to Intel’s written notice, Clearwire Communications shall be deemed in breach of this Section and Intel will be free to seek specific performance as specified in Section 11.5.4 below.

 

11.5.4 Clearwire Communications agrees that monetary damages alone would be an insufficient remedy to Intel for any breach of this Section 11.5.4 and hereby acknowledges, agrees and consents to the entering of an order of appropriate equitable relief including but not limited to an order granting specific performance to compel Clearwire Communications to comply with the obligations of this Section 11.5.4.  The Parties hereby agree that in any action or proceeding brought by Intel under this Section 11.5.4, the initial burden of proof shall be on Clearwire Communications to establish that Intel is not entitled to the issuance of an injunction. Any such equitable relief shall not limit any other remedy to which Intel may be entitled at law or in equity.

12. REVENUE SHARE

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12.1 Access Revenues. Intel shall receive a portion of Access Revenues as described below.

12.1.1 On a calendar quarter basis, Clearwire Communications shall pay to Intel [*****] of Access Revenues received by Clearwire Communications from [*****]. Notwithstanding anything to the contrary in this Agreement, Clearwire Communications’ obligation to pay [*****].

12.1.2 On a calendar quarter basis, Clearwire Communications shall pay to Intel [*****] Access Revenues received by Clearwire Communications [*****]. Notwithstanding anything to the contrary in this Agreement, Clearwire Communications’ obligation to pay [*****].

12.1.3 [*****]

12.1.4 [*****]

12.2 [*****]

12.3 [*****] Notwithstanding anything to the contrary in this Agreement, until the Parties have [*****].

12.4 [*****]

13. RESERVED

14. OPEN PATENT ALLIANCE

14.1 Open Patent Alliance. Intel and other parties in the technology and telecommunications industries are working toward the development of the OPA with the goal of increasing competition by supporting the widespread implementation, adoption and use of WIMAX and fostering a pro-competitive intellectual property landscape.

14.2 Subject to applicable law, Intel will work with the OPA to facilitate Clearwire Communications joining the OPA as a founding LLC Member and Clearwire Communications agrees to join the OPA as a founding LLC Member in accordance with all applicable membership requirements, including the payment of an initial capital contribution of up to [*****] and meeting calls for additional capital contributions of up to [*****] per year in each of the following four (4) years.  The foregoing obligation is contingent upon the following:

14.2.1 The OPA is formed with a minimum of four (4) founding LLC Members (including Intel and Clearwire Communications) as of the Closing Date;

14.2.2 Initial, and any additional, capital contribution payments by Clearwire Communications are no greater than amounts that any other founding LLC Member is required or requested to pay under the membership agreement; and

14.2.3 The OPA is formed, operates and continues to operate in a manner consistent with the Guiding Principles of the OPA.

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14.3 During the Term, Clearwire Communications agrees to use OPA patent pool participation as a major selection criteria in choosing its equipment and device vendors. To the extent Clearwire Communications’ existing vendors as of the Start Date are not members of the OPA, Clearwire Communications will encourage such vendors to join the OPA. In furtherance of this commitment, Clearwire Communications agrees to use substantially similar language in its WiMAX-related Requests for Information (RFI) and/or Requests for Proposals (RFP) as provided in Appendix G to this Agreement.

15. QUARTERLY MANAGEMENT REVIEW

15.1 Quarterly Management Reviews. During the Term, once per calendar quarter at a date, time and place to be mutually agreed to, representatives of senior management of both Parties shall meet in good faith to review progress and provide their respective updates toward the mutual business objectives contained in this Agreement.

16. REPORTS AND PAYMENTS

16.1 Clearwire Communications Reports. Beginning in the first full calendar quarter commencing after the Effective Date, within forty-five (45) days after the close of each calendar quarter, Clearwire Communications will submit a report to Intel, in a form reasonably acceptable to Intel, certified by an authorized representative of Clearwire Communications that includes the following information:

16.1.1 The number of Qualifying Intel Devices Activated on the Clearwire Communications Network, both the cumulative amount since the Effective Date and the additive amount for the prior calendar quarter;

16.1.2 The amount of Embedded Device Activation Fees owed to Intel for the prior calendar quarter;

16.1.3 The total amount of Access Revenue and the amount of Intel Revenue Share for the prior calendar quarter;

16.1.4 The POPs Coverage, both the cumulative amount since the Effective Date and the additive amount for the prior calendar quarter; and

16.1.5 Any other information mutually agreed upon by the Parties that is reasonably necessary to verify Clearwire Communications’ compliance with its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, Clearwire Communications shall not be obligated to provide information to Intel that would allow Intel to extrapolate Clearwire

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Communications’ financial results or performance other than with respect to the calculation of amounts owed by Clearwire Communications to Intel under this Agreement.

16.2 Intel Reports. Beginning in the first full calendar quarter commencing after the Effective Date, within forty-five (45) days after the close of each calendar quarter, Intel will provide Clearwire Communications with a written report, in a form reasonably acceptable to Clearwire Communications, certified by an authorized representative of Intel, that includes the following information:

16.2.1 The volume of all Qualifying Intel Devices sold in the United States, both the cumulative amount sold since the Effective Date and the additive amount sold for the prior calendar quarter;

16.2.2 The volume of all Intel Devices sold in the United States, both the cumulative amount sold since the Effective Date and the additive amount sold for the prior calendar quarter;

16.2.3 Any other information mutually agreed upon by the Parties that is reasonably necessary to verify Intel’s compliance with its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, Intel shall not be obligated to provide information to Clearwire Communications that would allow Clearwire Communications to extrapolate Intel’s financial results or performance other than with respect to the calculation of amounts earned by Intel or any true up payments due under this Agreement.

16.3 Payments. With respect to any payments due from Clearwire Communications to Intel for Embedded Device Activation Fees and/or Intel Revenue Share, Clearwire Communications shall pay such amounts on a calendar quarterly basis, within forty-five (45) days after the end of a calendar quarter, in accordance with wire transfer instructions it receives from Intel.

17. PRIOR AGREEMENTS

17.1 Termination of Prior Agreements. Concurrent with the Effective Date, the following agreements will become null, void, and shall terminate without any Party having any further liability or obligation to the other Party, except to the extent such agreements contained provisions concerning the confidentiality of information, in which case those confidentiality provisions will, to the extent provided in those agreements, continue to survive:

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17.1.1 That certain WiMAX Market Development and Co-Marketing Agreement between Sprint/United Management Company and Intel Corporation, dated July 28, 2006.

17.1.2 That certain Mobile WiMAX Network Collaboration Agreement between Intel Corporation and Clearwire Corporation dated June 28, 2006.

18. WIMAX DEVELOPMENT ROADMAP AND SUPPORT

18.1 Intel Roadmap. Intel will, as part of its standard business practices, develop a multi-year road map for the development and support of WiMAX. Such WiMAX road map is considered Intel Confidential Information and will be provided to Clearwire Communications for informational purposes only and is subject to change at Intel’s sole discretion. Any such road map will include but not be limited to the following items (a) WiMAX Chipsets that are designed to comply with the WiMAX Forum Wave 2 Profile and (b) integrated WiFi/WiMAX Chipsets (including both base band and RF elements) for Devices supporting industry standard certification profiles.

18.2 Clearwire Communications participation in the Intel roadmap.

18.2.1 Intel will provide Clearwire Communications with periodic reviews of its WiMAX roadmap, and in no event less than once per calendar year, and permit Clearwire Communications to make suggestions and feedback to Intel’s roadmap.

18.2.2 Within ninety (90) days after Effective Date, the Parties will agree on a procedure for Clearwire Communications making suggestions and feedback to Intel’s roadmap and Intel’s use of those suggestions and feedback.

18.2.3 Intel and Clearwire Communications will explore options to develop and deploy features and functionality of WiMAX that may be exclusive or proprietary to Clearwire Communications. Any development or deployment of exclusive or proprietary features for Clearwire Communications in Qualifying WiMAX Chipsets is subject to technical and business due diligence and mutual agreement of the Parties with regard to terms and timelines to be negotiated in such event.

18.3 Support. The Parties will support the collaboration contemplated hereunder by, among other things:

18.3.1 Determining if it is desirable for the Parties to develop a plan to advocate and jointly pursue standardization efforts and profile changes in the WiMAX Forum and 3GPP and 3GPP2-related standards bodies consistent with Clearwire Communications FDD implementation requirements, applicable law and the rules of such standards bodies. To that end, Intel and Clearwire Communications through their respective alliance managers will work together to understand

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Clearwire Communications FDD implementation requirements, including but not limited to: (i) undertaking an FDD feasibility study; and (ii) identifying specific recommendations.

18.3.2 Providing support for both the U.S. and ITU/European WiMAX band plans (2.3 GHz, 2.5 GHz and 3.5 GHz) on a WiMAX Chipset.

18.3.3 Providing support, at Clearwire Communications’ request, for up to one additional WiMAX frequency band plan as mutually agreed by the Parties (based on scope and nature of the business opportunity).

18.3.4 Providing support for Clearwire Communications’ chosen WiMAX broadcasting methods upon mutual agreement by the Parties (subject to additional technical and business due diligence by Intel).

18.4 Middleware.

18.4.1 Upon mutual agreement of the Parties, Intel will support a Clearwire Communications designated common middleware interface for all Qualifying WiMAX Chipsets and WiMAX Chipsets (subject to additional technical and business due diligence by Intel).

18.4.2 In addition, Intel will make available to Clearwire Communications, or its designated vendors and suppliers, its APIs for Intel’s middleware platform for Qualifying WiMAX Chipsets on commercially reasonable terms in conjunction with such Qualifying WiMAX Chipsets.

18.5 Reserved.

18.6 Equipment Certification. Intel and Clearwire Communications will cooperate as provided for herein to obtain WiMAX Equipment Certification, to the extent such certification program is established.

18.7 No Limitations on Clearwire Communications WiMAX Services. Clearwire Communications reserves the right to offer any access, telecommunications, and/or information product or service to its Customers over the Clearwire Communications Network that is compatible with WiMAX, even if Standards Bodies have not yet published ratified standards for such product or service. By way of illustration only, Clearwire Communications may offer over the Clearwire Communications Network, Clearwire Communications proprietary WiMAX services that have not been standardized by industry standard setting organizations.

18.8 Non-WiMAX Clearwire Communications Products and Services. Nothing in this Agreement restricts Clearwire Communications from using the Clearwire Communications Network to offer non-WiMAX products, applications and services to its

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customers, and except as expressly provided for herein no remedies or penalties shall be imposed on Clearwire Communications for doing so.

18.9 [*****]

18.10 Clearwire Communications Quarterly Services Roadmap. Clearwire Communications will provide Intel with the Clearwire Communications Quarterly Services Roadmap at the same time as Clearwire Communications provides such roadmap to any MSO Member, consistent with Clearwire Communications’ MVNO agreements with such MSO Members.

19. RESERVED

20. WIMAX CHIPSET SOURCING TERMS

20.1 Clearwire Communications as OEM. If during the Term, Clearwire Communications and/or its Affiliates choose to undertake the manufacture of products incorporating Qualifying WiMAX Chipsets or WiMAX Chipsets, (either directly or in connection with third party vendors, but if the latter, then only if (i) Clearwire Communications and/or its Affiliates have direct input on chipset selection and purchases and (ii) Clearwire Communications and/or its Affiliates directly purchases such Qualifying WiMAX Chipsets or WiMAX Chipsets on behalf of such third party vendor for Clearwire Communications and/or its Affiliate’s own consumption), the Parties will undertake to negotiate the terms and conditions of a separate and independent purchase agreement between Intel (through its Affiliate Intel Americas) and Clearwire Communications and/or Intel (through its Affiliate Intel Americas) and such Clearwire Communications Affiliate for such purchases of Qualifying WiMAX Chipsets or WiMAX Chipsets, including without limitation, any applicable intellectual property indemnification provisions, pricing and other terms and conditions, in a timely manner.

21. COLLABORATION ON GLOBAL ADOPTION

21.1 Standards Advocacy. The Parties will use commercially reasonable efforts to collaborate on global adoption of WiMAX standards as follows:

21.1.1 Clearwire Communications will publicly support the WiMAX technology standard as a global standard as long as Clearwire Communications determines it is in Clearwire Communications’ interests to do so;

21.1.2 The Parties will work together to encourage other wireless operators outside the United States to deploy WiMAX technology;

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21.1.3 Intel and Clearwire Communications will proactively participate in the WiMAX Forum and in 3GPP and 3GPP2-related industry committees and working groups;

21.1.4 Pursuant to the confidentiality provisions in this Agreement and subject to the rules of an applicable standards body and applicable law, Intel and Clearwire Communications will put forth their best effort to provide each other with advance notice (and opportunity to comment) on submissions to the WiMAX Forum which impact United States deployment of WiMAX, and will support each other’s submissions to the extent that each company deems it commercially feasible; provided that if either Party has an obligation of confidentiality to another party in connection with all or any portion of a proposed submission, the obligated Party shall not be obligated to disclose such confidential information to the other. If either Intel or Clearwire Communications objects to each other’s proposed submission to WiMAX Forum, Intel and Clearwire Communications will work together in good faith to find a mutually acceptable solution.

22. CUSTOMER RELATIONSHIPS

22.1 Clearwire Communications Customer Relationship. At all times the Customer relationship with regard to the Clearwire Communications Network and Devices sold by Clearwire Communications to Customers will be solely between the Customer and Clearwire Communications. Intel acknowledges that Clearwire Communications reserves the right to: (a) discontinue Services to any Customer; (b) change the rates charged for the Services; (c) identify and define which Services may be provided; and (d) define the coverage area of the Services provided to Customers.

22.2 Pricing. Clearwire Communications will retain complete discretion in determining the prices of its Devices and Services sold to Customers by Clearwire Communications and Clearwire Communications authorized sales channels.

22.3 Potential Clearwire Communications Customers. Both Parties acknowledge that Clearwire Communications’ Customer has the ultimate purchasing decision, and may choose a different wireless service to support its business needs. Intel acknowledges that nothing herein shall obligate or require Clearwire Communications to conduct business, negotiate or sign an agreement with any potential Customer if Clearwire Communications desires not choose to deal with such potential Customer for any reason whatsoever.

22.4 Clearwire Communications Right to Terminate Network Service. Clearwire Communications reserves the right in all instances to terminate a Customer Contract or other wireless service agreement with any of its Customers at any time in its sole discretion.

23. DEMONSTRATION AND TEST ACCOUNTS

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23.1 Demonstration and Test Accounts. Clearwire Communications agrees to provide Intel with the following complimentary demonstration service plans to use for testing, demonstration and support of the Clearwire Communications Services: thirty (30) accounts for the Term of this Agreement and twenty (20) ninety-day (90-day) temporary accounts that may be renewed at Intel’s discretion. Intel earns no Embedded Device Activation Fees or Intel Revenue Share in connection with demonstration plans.

23.2 Demonstration Devices. Intel will use commercially reasonable efforts to arrange with its Device OEMs to obtain a reasonable number of demonstration devices containing WiMAX Chipsets. Intel earns no Embedded Device Activation Fees or Intel Revenue Share in connection with the Activation of demonstration devices.

23.3 Unauthorized Products. This Agreement does not authorize Intel to market any other products or services specifically for use on the Clearwire Communications Network except as provided in this Agreement, even if such unauthorized products appears to be compatible or usable with the Clearwire Communications Network.

24. NETWORK DATA

24.1 During the Term, if Intel is given access to data generated, gathered, or otherwise collected by or collectible from the Clearwire Communications Network (collectively the “Network Data”), Intel will only use Network Data to the extent necessary to perform its obligations under this Agreement. Intel hereby acknowledges that the provisions of this Section 24.1 are a material element of this Agreement and in the event of a material breach of this Section 24.1 Clearwire Communications will be entitled to obtain equitable and/or injunctive relief as appropriate to enforce its rights, subject to the terms of this Agreement.

25. INTELLECTUAL PROPERTY OWNERSHIP

25.1 Background Intellectual Property. Clearwire Communications shall own all right, title and interest in and to any and all of Clearwire Communications’ Intellectual Property existing prior to the Effective Date (“Clearwire Communications Background Intellectual Property”). Intel shall own all right, title and interest in and to any and all of Intel’s Intellectual Property existing prior to the Effective Date (“Intel Background Intellectual Property”).

25.2 No Implied Rights. Except as expressly set forth in this Agreement, nothing herein will be deemed to grant to a Party, by implication, estoppel, or otherwise, and neither Party will acquire, any right, interest or license with respect to any Intellectual Property of the other Party.

25.3 To the extent that Intel and Clearwire Communications collaborate on future

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developments or enhancements to WiMAX technology, including but not limited to those related to the Clearwire Communications Network, WiMAX Chipsets, and Devices, the Parties will, prior to undertaking any joint development work, meet in good faith and agree on an ownership structure for such jointly developed technology. If the Parties agree to undertake the joint development of technology, the Parties will give reasonable consideration to a structure under which one of the Parties owns the Intellectual Property rights to the jointly developed technology and that Party grants a license to the other Party, provided however that nothing herein shall compel either Party to agree to any joint development agreement.

26. DISCLAIMER OF WARRANTIES

26.1 No Other Warranties. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE WARRANTIES GIVEN BY EACH PARTY IN THIS AGREEMENT ARE THE ONLY WARRANTIES GIVEN BY EACH PARTY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, ARE SPECIFICALLY EXCLUDED BY THE PARTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY; FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGMENT.

27. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTEL

Intel represents, warrants and covenants that:

27.1 Organization; Authorization. Intel is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all corporate powers and all governmental licenses and consents required to carry on its business as now conducted, except for those governmental licenses and consents the absence of which would not reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Intel. Intel has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement.

27.2 The execution and delivery of this Agreement, and the performance by Intel of its obligations under this Agreement, have been duly authorized by all necessary actions on the part of Intel. This Agreement has been, or will be, duly executed and delivered by Intel, and constitutes, and will constitute, a legal, valid and binding obligation of Intel, as the case may be, enforceable against it in accordance with its terms.

27.3 Non-Contravention. The execution, delivery and performance of this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not or will not (as the case may be), with the passing of time or the giving of notice or

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both, violate or conflict with, constitute a breach of or default under, (a) any term or provision of the charter documents or equivalent organizational documents of Intel, (b) any contractual obligation of Intel, or (c) any judgment, decree or order to which Intel is a party or by which Intel or any of its respective properties are bound.

28. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLEARWIRE COMMUNICATIONS

Clearwire Communications represents and warrants that:

28.1 Organization; Authorization. Clearwire Communications is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all corporate powers and all governmental licenses and consents required to carry on its business as now conducted, except for those governmental licenses and consents the absence of which would not reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Clearwire Communications. Clearwire Communications has all requisite power and authority to enter into this Agreement and to perform the obligations to be performed by it under this Agreement.

28.2 The execution and delivery of this Agreement, and the performance by Clearwire Communications of its obligations under this Agreement, have been duly authorized by all necessary actions on the part of Clearwire Communications. This Agreement has been, or will be, duly executed and delivered by Clearwire Communications, and constitutes, and will constitute, a legal, valid and binding obligation of Clearwire Communications, as the case may be, enforceable against it in accordance with its terms.

28.3 Non-Contravention. The execution, delivery and performance of this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, (a) any term or provision of the charter documents or equivalent organizational documents of Clearwire Communications, (b) any contractual obligation of Clearwire Communications, or (c) any judgment, decree or order to which Clearwire Communications is a party or by which Clearwire Communications or any of its respective properties are bound.

29. CONFIDENTIAL INFORMATION

29.1 Confidential Information. The confidential, proprietary and trade secret information of the disclosing Party (“Confidential Information”) to be disclosed hereunder is (i) information in tangible form that bears a “confidential,” “proprietary,” “secret,” or similar legend, or which based upon the circumstances of disclosure would lead a reasonable person to conclude it is intended to be confidential and (ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information.

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29.2 Obligations of Receiving Party. The receiving Party will maintain the confidentiality of the Confidential Information of the disclosing Party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving Party will not disclose any of the disclosing Party’s Confidential Information to any employees or to any third parties except to the receiving Party’s employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that the receiving Party will be liable for breach by any such entity. For the purposes of this Agreement, the term “employees” shall include independent contractors of each Party. The receiving Party will not make any copies of the Confidential Information received from the disclosing Party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know.

29.3 Period of Non-Assertion. The disclosing Party will not assert any claims of breach of this Section or misappropriation of trade secrets against the receiving Party arising from the receiving Party’s disclosure of the disclosing Party’s Confidential Information made more than seven (7) years from the date of the disclosure. However, unless at least one of the exceptions set forth in Section 29.4 below has occurred, the receiving Party will continue to treat such Confidential Information as the confidential information of the disclosing Party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement.

29.4 Termination of Obligation of Confidentiality. The receiving Party will not be liable for the disclosure of any Confidential Information which is:

(a) rightfully in the public domain other than by a breach of a duty to the disclosing Party;

(b) rightfully received from a third party without any obligation of confidentiality;

(c) rightfully known to the receiving Party without any limitation on use or disclosure prior to its receipt from the disclosing Party;

(d) independently developed by employees of the receiving Party; or

(e) generally made available to third parties by the disclosing Party without restriction on disclosure.

29.5 Title. Title to Confidential Information as between the parties will remain with the disclosing Party.

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29.6 No Obligation of Disclosure; Termination. Except as expressly provided for herein, neither Party has any obligation to disclose any Confidential Information to the other. Upon termination of this Agreement, each Party shall either return or destroy (and in the case of destruction certify such destruction) all of the other Party’s Confidential Information disclosed under this Agreement, and all copies thereof; unless the Party in possession of the information is required by law to retain such other Party’s Confidential Information.

29.7 Confidentiality of Terms. Except for any mutually agreed press release, the parties hereto shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except: (a) with the prior written consent of the other Party; (b) as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a Party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties; or (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions; provided that, in (b) through (d) above, (i) the disclosing Party shall use all legitimate and legal means available to minimize the disclosure to third parties, including without limitation seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing Party shall provide the other Party with at least ten (10) days prior written notice of such disclosure.

29.8 No Publicity. Except as otherwise expressly provided for in the Marketing Plan, neither Party may use the other Party’s name in advertisements or otherwise disclose the existence or content of this Agreement without the other’s prior written consent. The obligations stated in this Section 29 shall survive the expiration or termination of this Agreement.

30. SEC FILING

30.1 If either Party is required by applicable law to disclose and file this Agreement with the Securities and Exchange Commission (“SEC”) or other regulatory body, it must notify the other Party and allow such Party to identify language in this Agreement it deems should be redacted prior to such filing and disclosure. If the non-disclosing Party requests confidential treatment, the disclosing Party agrees to file such a request and use its reasonable best efforts in responding to any SEC or other regulatory body comments to pursue assurance that confidential treatment will be granted, in both cases reasonably cooperating with the non-disclosing Party (including, without limitation, providing the non-disclosing Party with the opportunity to review and comment on the request and the responses to any such SEC comments). Although the Party filing this Agreement under applicable law agrees to comply with the provisions set forth above in this Section 30.1, such Party in all cases shall be entitled to determine to what extent to redact this Agreement and the nature and content of its communications with the SEC or other regulatory body.

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31. INDEMNITY

31.1 Intel Indemnity Against [*****].

31.1.1 Subject to Section 31.1.2 below for [*****] Intel will defend, indemnify and hold Clearwire Communications harmless from, (and, in Intel’s discretion, settle) any suit, proceeding or claim brought against Clearwire Communications (and its officers, directors, employees, permitted successors, and its Affiliates) (collectively, the “Clearwire Communications Indemnitees”) based upon a Claim that all or any portion of such [*****]. For the avoidance of doubt, the foregoing obligations to defend, indemnify and hold Clearwire Communications harmless shall include Claims asserted against [*****], provided that such Claim asserts that the [*****].

     31.1.2 Notwithstanding anything to the contrary, the foregoing indemnification obligation specified in Section 31.1.1 above as to [*****] used, distributed, sold or offered for sale by Clearwire Communications Indemnitees.

31.1.3 Subject to the limitations specified in Section 32 below, Intel will pay all damages and costs awarded against Clearwire Communications Indemnitees for such Claims provided that Intel solely controls the defense or settlement of the Claim if the defense or settlement does not admit liability of Clearwire Communications Indemnitees, except if Intel reasonably determines that [*****] by Intel or Clearwire Communications Indemnitees is necessary to [*****]. Clearwire Communications Indemnitees will promptly notify Intel of any Claim and in the case of Clearwire Communications Indemnitees, they consent to such recitation. If the Clearwire Communications Indemnitees do not reasonably consent to a settlement that the complaining party insists must contain [*****] and the settlement requires no other action by the Clearwire Communications Indemnitees, then Intel’s indemnity obligation is limited to the amount of the proposed settlement to which the Clearwire Communications Indemnitees did not consent. Clearwire Communications Indemnitees will reasonably cooperate with and provide reasonable requested authority, information and assistance to Intel in defending the suit. Intel shall be relived of its obligation to defend, indemnify and hold Clearwire Communications Indemnitees harmless, but only to the extent that Intel is actually prejudiced by any of the following and only to the extent of the prejudice, (i) Clearwire Communications Indemnitees fails to promptly notify Intel in writing of such Claim; or (ii) Clearwire Communications Indemnitees fail to reasonably cooperate and provide reasonable requested authority, information and assistance to Intel to properly defend any such suit or proceeding (at Intel’s expense). Intel will not be responsible for any costs, expenses or compromise incurred or made by Clearwire Communications Indemnitees without Intel’s prior written consent.

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31.1.4 The indemnification obligation hereunder in favor of Clearwire Communications Indemnitees is not intended to create any obligation by Intel in favor of any third party or to otherwise create any third party beneficiary, including without limitation, [*****].

31.2 General Indemnification

31.2.1 Each Party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party and its respective Affiliates and their respective officers, directors, employees, and agents (each an “Indemnified Party”) from any suit or proceeding brought against the Indemnified Party arising out of any third party Claim alleging personal or bodily injury, death, property damage or theft, resulting from the negligent acts or omissions of the Indemnifying Party, its agents or subcontractors, whether arising under common law, statute, strict tort liability, strict products liability, negligence, misrepresentation, or breach of warranty or otherwise; provided however, that an Indemnifying Party will have no obligation to defend, indemnify, or hold an Indemnified Party harmless for any third party Claim under this Section 31.2 to the extent such Claim results from the Indemnified Party’s negligence or willful misconduct. Subject to the limitations specified in Section 32 below, the Indemnifying Party will pay all damages and costs awarded against the Indemnified Party for such Claims provided that the Indemnifying Party solely controls the defense or settlement of the Claim. The Indemnifying Party will reasonably cooperate with and provide reasonable requested authority, information and assistance to the Indemnified Party in defending the suit. The Indemnifying Party shall be relived of its obligation to defend, indemnify and hold the Indemnified Party harmless, but only to the extent that the Indemnifying Party is actually prejudiced by any of the following and only to the extent of the prejudice: (i) the Indemnified Party fails to promptly notify the Indemnifying Party in writing of such Claim; or (ii) the Indemnified Party Indemnitees fail to reasonably cooperates and provide reasonable requested authority, information and assistance to the Indemnifying Party to properly defend any such suit or proceeding (at the Indemnify Party’s sole expense). The Indemnifying Party will not be responsible for any costs, expenses or compromise incurred or made by the Indemnified Party without the Indemnifying Party’s prior written consent

31.2.2 To the extent an Indemnifying Party is obligated under this Section 31 to defend, indemnify and/or hold harmless an Indemnified Party against any damages as provided for in this Section 31, an Indemnifying Party will be the original and primary source of payment of such damages without demand or presentment by an Indemnified Party, or the need or requirement that an Indemnified Party first make payment on such damages prior to seeking reimbursement from an Indemnifying Party.

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31.3 Entire Obligation. The foregoing indemnities are personal to the Parties hereto and shall not be assignable, transferable or subject to pass-through to any third party. The foregoing states the entire obligation with respect to any indemnification obligation hereunder. Notwithstanding anything to the contrary, the obligations contained in this Section 31 are subject to the limitation of liability and the cap on liability as specified in Section 32 below.

32. LIMITATION OF LIABILITY

32.1 General Limitation. EXCEPT FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS CONTAINED IN SECTION 29 ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE HEREUNDER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR SAVINGS) FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. FOR THE AVOIDANCE OF DOUBT THE FOREGOING WILL NOT RESTRICT A PARTY’S ABILITY TO RECOVER ACTUAL DIRECT DAMAGES FOR BREACH OF THIS AGREEMENT

32.2 Cap on Liability. Except in the case of a tort claim for intentional or willful misconduct (such as tortuous interference or fraud), by one Party as to a third party, which misconduct results in liability of the other Party to that third party, in no event shall either Party’s liability to each other, any Clearwire Communications Indemnitee and/or an Indemnified Party arising out of this Agreement, under any cause of action or theory of liability exceed [*****]. The foregoing cap on liability shall not apply to [*****], or (b) any obligations contained in Section 5.3 of this Agreement [*****]. For the avoidance of doubt “intentional or willful misconduct” does not include conduct that is adjudicated willful infringement of a patent

33. TERMINATION/ASSIGNMENT/CHANGE OF CONTROL

33.1 Termination for Cause. Either Party has the right to terminate this Agreement in its entirety or any affected portion thereof, without any penalty, by written notice to the other Party upon the occurrence of a Event of Default which the defaulting Party has not cured within thirty (30) calendar days after delivery of a written notice of such event of default. The occurrence of any of the following will constitute an “Event of Default” under this Agreement:

33.1.1 A Party is in material breach of any part or provision of this Agreement; or

33.1.2 A Party (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general

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assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above will otherwise materially impair such Party’s ability to perform its obligations under this Agreement.

33.2 Assignment. Neither Party may sell, transfer, assign, subcontract or delegate (collectively, “Transfer”) in whole or in part this Agreement (whether by operation of law or otherwise), or any rights, duties, obligations or liabilities under this Agreement, without the prior written consent of the other Party. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each Party’s permitted successors and permitted assigns. Any Transfer in contravention of this Section 33.2 will be null and void. For purposes of this Agreement, any Change of Control (as defined below) involving a Party, including without limitation, a Change of Control pursuant to which the contracting Parties to this Agreement remain unchanged, shall be deemed a Transfer by such Party.

33.3 Assignment Upon Change of Control. Notwithstanding the provisions of Section 33.2, a Party may Transfer this Agreement, and all of the rights, duties, obligations and liabilities hereunder, in a Change of Control (as defined below) provided that:

33.3.1	the Party undergoing the Change of Control (the “Change of Control Party”) complies with the applicable provisions of Section 33.3 below;
33.3.2	if the Change of Control Party is Clearwire Communications and the other party to the Change of Control (the “Clearwire Communications Acquiror”) is (1) [*****] or any Affiliate (as defined below) of [*****] or any entity that has acquired substantially all of the assets or business of [*****]; (2) any other third party primarily engaged in the business of designing or manufacturing integrated circuits or any Affiliate of such a third party; or (3) a Non-WiMAX Supporter, then Intel may terminate this Agreement in its sole discretion effective immediately upon written notice to Clearwire Communications given no later than thirty (30) calendar days after the consummation of such Change of Control unless Clearwire Communications has obtained the prior written consent of Intel to such Change of Control;
33.3.3	if the Change of Control Party is Intel and the other party to the Change of Control (the “Intel Acquiror”) is (1) [*****], or any of their respective Affiliates (as defined below), or any entity that has acquired substantially all of the assets or business of [*****]; (2) any other operator of a WiMAX wireless network in the United States or any Affiliate of such operator; or (3) a Non-WiMAX Supporter, then Clearwire Communications may terminate this Agreement in its sole discretion effective immediately upon written notice to Intel given no later than thirty (30) calendar days after the

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	consummation of such Change of Control unless Intel has obtained the prior written consent of Clearwire Communications to such Change of Control;
33.3.4	the contracting party to this Agreement following such Change of Control shall expressly agree in writing to assume this Agreement and all of the rights, duties, obligations and liabilities hereunder, including without limitation, in the case of a Change of Control of Clearwire Communications, the obligations of Clearwire Communications under Section 5.1 in respect of Intel Embedded Device Activation Fees and Section 12.1 in respect of the Intel Revenue Share, and in the case of a Change of Control of Intel, the obligations of Intel under Section 4.1 in respect of Embedding Rate commitments, Section 10 in respect of co-marketing and co-branding activities, and Section 11 in respect of [*****]; and
33.3.5	if the Party that is not the Change of Control Party (the “Other Party”), in its sole discretion, determines that, by reason of the identity of the Clearwire Communications Acquiror or Intel Acquiror, as applicable, or any Affiliate of the Clearwire Communications Acquiror or Intel Acquiror, as applicable, continuation of the branding relationship contemplated by this Agreement following consummation of the Change of Control could impair or reflect unfavorably upon the goodwill, good name, reputation or image of the Other Party or the Other Party’s Marks, then at the written election of the Other Party, which election shall be given within thirty (30) days after the consummation of such Change of Control, the following provisions of this Agreement shall terminate effective as of the date of the written notice of election, and such provisions thereafter shall have no further force or effect: Section 10 (other than Section 10.6, to the extent it does not relate to the [*****], and Section 10.8), Section 11 and Section 12 hereof.

33.4 Notice.  Within ten (10) days after entering into, effecting, permitting or approving any transaction that would result in a Change of Control, the Change of Control Party shall give the other Party written notice of such event (the “Change of Control Notice”). The Change of Control Notice shall describe in reasonable detail the proposed terms of the transaction or transactions that would constitute a Change of Control and shall identify each “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that is a party to such transaction or transactions and each “person” or “group” that is, or is proposed to become, the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act) of the Change of Control Party or of any such person or group, directly or indirectly. The Change of Control Notice shall be delivered as soon as practicable but no later than ten (10) days after the date the Change of Control Party first approves or agrees to such offer or proposed Change of Control and in any case at least twenty (20) days before the closing of such Change of Control. The Change of Control Party also shall notify the other Party

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(1) of any material changes to the information required to be included in the Change of Control Notice prior to the consummation of such Change of Control and (2) of the consummation of any Change of Control within ten (10) days thereafter. If the Change of Control Party enters into an exclusivity or “no-shop” arrangement or agreement or confidentiality agreement in connection with a proposed Change of Control, the Change of Control Party shall use commercially reasonable efforts to secure from the other party to the Change of Control transaction an exception permitting the Change of Control Party to provide the Change of Control Notice and other information required pursuant to this Section 33.4. The Change of Control Party shall provide to the other Party, promptly upon request, any information reasonably requested by such other Party regarding the identity of any person that is a party to such Change of Control or any Affiliate thereof, the brand and marketing plans of such person and its Affiliates with respect to the business of the Change of Control Party following the consummation of the Change of Control and any other information reasonably required by such other Party for the purpose of making the determination to which reference is made in Section 33.3.4 or in Section 33.3.5. The Party receiving the notice or information hereunder agrees to keep strictly confidential any such notice or other information received pursuant to this Section 33.4.

33.5 Obligation to Transfer Agreement. Without the prior written consent of the other Party, neither Party shall enter into, effect, consent to, permit or approve a Change of Control that is an Asset Acquisition, a WiMAX Acquisition or a Liquidation if, in connection with such Change of Control, this Agreement and the rights, duties, obligations or liabilities hereunder are not assigned by the Change of Control Party to the party in such Change of Control that acquires substantially all of the assets of the Change of Control Party.

33.6 No Circumvention. Neither of the Parties shall enter into, effect, consent to or approve of any transaction designed to circumvent the provisions of Section 33.2 and Section 33.3, and any attempt to do so shall be deemed a breach of this Agreement by such Party.

33.7 Definitions. Solely for the purposes of this Section 33, and for no other purpose, the following definitions shall apply

33.7.1 RESERVED

33.7.2 “Change of Control” of a Party shall mean the occurrence or existence of any of the following events or circumstances, whether accomplished directly or indirectly, or in one or a series of related transactions:

33.7.2.1 any “person” or “gr oup” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of more than forty percent (40%) of the total voting

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power of the outstanding equity securities of such Party or, in the case of Clearwire Communications, its parent company; provided, that, this provision shall not be applicable to (i) the beneficial ownership or acquisition by Intel or Sprint (or their respective Affiliates) of equity securities of Clearwire Communications or its parent company, nor to the beneficial ownership or acquisition by Clearwire Communications of equity securities of Intel, or (ii), in the case of Clearwire Communications, any transaction in which any such person or group becomes the beneficial owner, directly or indirectly, of more than 40% of the total voting power of the outstanding equity securities of Clearwire Communications or its parent company for so long as Sprint then has the power to appoint or elect a majority of the Board of Directors of Clearwire Communications’ parent company;

33.7.2.2 such Party or, in the Case of Clearwire Communications, its parent company merges with or into, or consolidates with, or consummates any reorganization or similar transaction with, another person and, immediately after giving effect to such transaction, less than forty percent (40%) of the total voting power of the outstanding equity securities of the surviving or resulting person is “beneficially owned” (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the stockholders of such Party or, in the case of Clearwire Communications, its parent company immediately prior to such transaction; provided, that, this provision shall not be applicable to (i) the beneficial ownership or acquisition by Intel or Sprint (or their respective Affiliates) of equity securities of Clearwire Communications or its parent company, nor to the beneficial ownership or acquisition by Clearwire Communications of equity securities of Intel, or (ii) in the case of Clearwire Communications, any transaction in which any such person or group becomes the beneficial owner, directly or indirectly, of more than 40% of the total voting power of the outstanding equity securities of Clearwire Communications or its parent company for so long as Sprint then has the power to appoint or elect a majority of the Board of Directors of Clearwire Communications’ parent company;

33.7.2.3 in one transaction or a series of related transactions, such Party, directly or indirectly (including through one or more of its subsidiaries) sells, assigns, conveys, transfers, leases or otherwise disposes of, all or substantially all of the assets or properties (including equity securities of subsidiaries) of such Party to a third party, but excluding sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including equity securities of subsidiaries) by such Party or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of such Party or, in the case of Clearwire Communications, its parent company (an “Asset Acquisition”);

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33.7.2.4 in one transaction or a series of related transactions, such Party, directly or indirectly (including through one or more of its subsidiaries and including through any liquidation or dissolution) sells, assigns, conveys, transfers, leases or otherwise disposes of, a majority of the assets or properties of, in the case of Clearwire Communications or its subsidiaries (including equity securities of subsidiaries), such assets or properties that relate to Clearwire Communications’ WiMAX business, and in the case of Intel or its subsidiaries (including equity securities of subsidiaries) such assets or properties that relate to Intel’s WiMAX Chipset business, but in each case excluding sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including equity securities of subsidiaries) by Clearwire Communications or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of Clearwire Communications, or by Intel or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of Intel (a “WiMAX Asset Acquisition”);

33.7.2.5 the adoption of any plan for the liquidation or dissolution of such Party or, in the case of Clearwire Communications, its parent company, other than in connection with a reorganization or similar transaction in which the holders of the voting stock of such Party or, in the case of Clearwire Communications, its parent company immediately prior to such transaction continue to represent more than fifty percent (50%) of the combined voting power of the surviving entity immediately after giving effect to such transaction (a “Liquidation”); or

33.7.2.6 if the Change of Control Party is Clearwire Communications, shares representing thirty percent (30%) or more of the aggregate voting power represented by the issued and outstanding membership interests of Clearwire Communications or capital stock of its direct parent holding company are transferred to a Clearwire Communications Acquiror that is described in Section 33.3.2 and such Clearwire Communications Acquiror, upon a determination by Intel, in its reasonable discretion, poses a competitive threat to Intel or its Affiliates or, if the Change of Control Party is Intel, shares representing thirty percent (30%) or more of the aggregate voting power represented by the issued and outstanding capital stock of Intel to an Intel Acquiror that is described in Section 33.3.3 and such Intel Acquiror, upon a determination by Clearwire Communications, in its reasonable discretion, poses a competitive threat to Clearwire Communications or its Affiliates.

33.7.3 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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33.8 Upon the termination or expiration of this Agreement, the Parties shall promptly (a) eliminate any mention of a relationship between them in all sales, marketing and/or other literature or other materials, including electronic media; (b) terminate the Trademark License; and (c) return, destroy or permanently erase without retaining copies thereof, all Confidential Information. Both Parties shall continue to perform their obligations under this Agreement during any notice period prior to the actual termination of this Agreement.

34. REGULATORY REQUIREMENTS AND STANDARDS

34.1 Without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, neither Party nor its respective Affiliates will make any written submissions to the any industry standards setting body, committee or organization (collectively “Standards Bodies”), that include or disclose any Confidential Information of the other Party. In connection with any request for consent, the Party seeking consent will provide the other Party a copy of any proposed written standards submission in each case. The Party whose consent is required will have an opportunity to review and comment on such proposed submission and plans and strategy, and the Party seeking consent will provide to the other Party such proposed submission and plans and strategy in a reasonably timely manner in order to permit such review and comment. Neither Party will work with third parties in a manner specifically designed to circumvent the intent of this Section 34.1. Any consent of a Party required under this Section 34.1 must be given by a Vice President (or person of more senior position) of such Party.

35. COMPLIANCE WITH LAWS

35.1 Each Party shall comply with all applicable federal, state, county and local laws, orders, rules, ordinances, regulations and codes in the performance of its obligations set forth in this Agreement, including such Party’s obligations, if any, as an employer regarding the health, safety and payment of its employees. Without limiting the generality of the foregoing, each Party must comply with laws, rules, regulations and orders relating to equal employment opportunity, workers’ compensation, unemployment compensation and FICA.

35.2 Each Party agrees that it shall not participate in, or facilitate, any export or other transfer, by any means, of any commodity or technical data, or any other goods, software or technology, acquired from the other Party, (a) in violation of applicable law, including but not limited to the Export Administration Regulations and the International Traffic in Arms Regulations of the United States, or (b) with knowledge or reason to know that a violation of such applicable law will or is intended or likely to occur with respect to such goods, software or technology.

35.3 The Parties shall comply, in executing and performing this Agreement, with the FCPA and all other applicable anti-corruption laws.

36. MARKS

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36.1 Marks. This Agreement does not grant either Party any rights in the other Party’s name, trademarks, trade names or logos (“Marks”). Any trademark license necessary to comply with the terms and conditions of this Agreement are contained in the Trademark License attached as Appendix F.

37. TAXES, DUTIES AND APPLICABLE TAX LAWS

37.1 The Parties will comply with all federal, state, and local tax laws applicable to transactions occurring under this Agreement. Each Party is responsible for payment of its own liability for any federal, state, and local taxes arising from transactions occurring under this Agreement, including but not limited to income taxes, franchise taxes, taxes based upon gross revenues or gross receipts, assessments, duties, permits, tariffs, fees or other charges. The Parties acknowledge that certain sales, excise and similar taxes may be due on payments made by Clearwire Communications to Intel. Intel will be responsible for, and indemnity Clearwire Communications against, any tax liability (including penalties and interest, other than penalties and interest assessed as a result of the delay or failure on the part of Clearwire Communications to pay any tax or file any return or information, as provided in Section 37.2 below) which may be due on payments made by Clearwire Communications to Intel. Notwithstanding the foregoing, if Clearwire Communications purchases WiMAX Chipsets from Intel pursuant to a separate and independent purchase agreement between the Parties that agreement will include without limitation mutually agreeable tax provisions applicable to any such purchases. If requested, each Party will timely provide the other Party with a completed Form W-9 for federal income tax reporting purposes.

37.2 Each Party agrees to pay, and to hold the other Party harmless from and against, any penalty, interest, additional tax or other charge that may be levied or assessed as a result of the delay or failure to pay any tax or file any return or information required by law, order rule or regulation.

37.3 The Parties agree to furnish or cause to be furnished to one another, upon request, as promptly as practicable, such relevant tax-related information and assistance reasonably necessary in preparing and filing all tax returns, the preparation for any audit by any taxing authority and the prosecution or defense of any claim or proceeding relating to any tax return. The Parties shall cooperate with each other in the conduct of any audit or other proceeding related to taxes.

38. FORCE MAJEURE

38.1 Neither Party will be deemed in default of, and each Party will be excused from performance under this Agreement to the extent that any delay or failure in the performance of its respective obligations is directly caused by or directly results from acts of God, fires, explosions, earthquakes, floods, epidemics, wars, civil unrest, insurrections, or acts of the government in either its sovereign or contractual capacity, but

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in every case the failure to perform must be beyond the reasonable control and without fault or negligence of the Party failing to perform (each a “Force Majeure Condition”). If any Force Majeure Condition occurs, the Party whose performance fails or is delayed because of such Force Majeure Condition will give prompt written notice to the other Party, and such other Party may elect at any time after such notice is given to suspend its own performance under this Agreement for the duration of the Force Majeure Condition and require the delayed Party to resume performance under this Agreement once the Force Majeure Condition ceases, while at the same time extending the performance date for the length of time of the Force Majeure Condition. In all cases, the Party whose performance fails or is delayed because of any such Force Majeure Condition will use reasonable efforts to avoid or remove such cause of nonperformance, excusable failure or delay.

39. NOTICES

39.1 Except as otherwise specified in this Agreement, all notices, consents, waivers or other communications hereunder shall be sent postage prepaid, by certified mail, or by courier to the addresses set forth below and will be effective upon actual receipt.

If to Clearwire Communications:

Chief Executive Officer
Clearwire Communications
4400 Carillon Point
Kirkland, Washington 98033
Facsimile No.: (425) 216-7776

With a copy to:

Vice President/General Counsel
Clearwire Communications
4400 Carillon Point
Kirkland, Washington 98033
Facsimile No.: (425) 216-7776

If to Intel:

General Counsel
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

with a copy to:

Post Contract Management

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Intel Corporation
2111 NE 25^th Avenue
Hillsboro, Oregon 97214

39.2 Written notice given pursuant to this Section 39 will be delivered to recipients authorized by Clearwire Communications and Intel, as the case may be, in writing and when so delivered will be deemed to have been fully served and delivered. The above addresses may be changed at any time by giving thirty (30) calendar days prior written notice as above provided.

40. RESERVED

41. CHOICE OF LAW; DISPUTE RESOLUTION

41.1. Choice of Law. This Agreement will be governed by and interpreted in accordance with the state of Delaware, without resort to it choice of law principles. The Parties agree that the Uniform Computer Information Transaction Act (“UCITA”), or any version of UCITA adopted by any state, including Delaware, will not govern or be used to interpret this Agreement.

41.2 Available Procedures. Subject to the provisions of Section 41.8 below, which preserves certain judicial remedies, the Parties agree to use the dispute resolution procedures set forth below in Section 41.5 with respect to all controversies and/or claims arising out of or relating to this Agreement.

41.3 Service of Process. Service of process in any suit, action or proceeding may be made by mailing or delivering a copy of such process to Clearwire Communications or Intel, as the case may be, at the addresses indicated in Section 41 hereof and in the manner set forth in such Section 39. Nothing in this Section 41.3 will affect the right of either Party to serve legal process in any other manner permitted by law.

41.4 RESERVED

41.5 Dispute Resolution.

41.5.1 Commencing Dispute Resolution. Except for disputes arising out of the Trademark License attached as Appendix F hereto, all disputes arising directly under the express terms of this Agreement, including the other Appendices attached hereto, or grounds for termination thereof shall be resolved as follows: First, the Party making a claim shall provide the other Party with a written description of the dispute. Second, within fifteen (15) days following receipt of the above description, the senior management or an authorized representative of both Parties shall meet via telephone or at a mutually agreeable location and confer in good faith to attempt to resolve the dispute. If the dispute cannot be resolved by such senior management or authorized representative at that meeting

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then, either Party may, within five (5) days after the conclusion of that meeting, make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after receipt of such written notification, the Parties shall jointly agree upon an impartial mediator to hear the dispute, agree to meet at a mutually agreeable time and place for one (1) day with such impartial mediator to attempt to resolve the dispute, and if unsuccessful in resolving the dispute, to consider dispute resolution alternatives other than litigation. If the Parties are unable to resolve the dispute through mediation and an alternative method of dispute resolution is not agreed upon within ten (10) days after the one (1) day mediation, either Party may begin litigation proceedings unless the Parties otherwise agree.

41.5.2 Arbitration. If the Parties are unable to resolve the dispute through the informal procedure described above in Section 41.5.1, and, if the Parties agree in writing to arbitration within the ten (10) day period following the informal procedure described in Section 41.5.1, the arbitration provisions set forth below will be applicable to such dispute. The rules of the arbitration shall be agreed upon by the Parties prior to the arbitration and based upon the nature of the disagreement. To the extent that the Parties cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the commencement of the arbitration or, if applicable, its Supplementary Rules for the Resolution of Patent Disputes in effect at the time of the commencement of the arbitration, and except as the applicable rules are modified by this Agreement, shall apply.

41.5.2.1 Location: The arbitration proceedings shall be held in New York, under the auspices of the AAA.

41.5.2.2 Time Limit: The arbitrator is required to issue a decision within nine (9) months of his or her appointment.

41.5.2.3 Other Rules: As a minimum set of rules in the arbitration the Parties agree as follows:

(a) The arbitration shall be held before a single arbitrator mutually acceptable to both Parties. If the Parties cannot agree on a single arbitrator within thirty (30) days from the date written demand is made, each Party shall identify one independent individual who shall meet to appoint a single arbitrator. If an arbitrator still cannot be agreed upon within an additional thirty (30) days, one shall be appointed by the AAA. The arbitrator shall be knowledgeable regarding the semiconductor and wireless communications industries.

(b) The Parties shall equally bear the costs and fees of the arbitration and each Party shall bear its own legal expenses. The Parties agree that a

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court reporter will record the arbitration proceedings and that the reporter’s record will be the agreed to transcript of the proceedings. The Parties will share the expenses of this recorder.

(c) The arbitrator shall specify the basis for his/her decision, the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy authorized under this Section 41.5.2. The decision of the arbitrator shall be subject to de novo appeal by either Party to any court of competent jurisdiction in the United States.

(d) Any arbitration proceeding hereunder shall be conducted on a confidential basis, and the results shall be treated as Confidential Information unless a Party chooses to appeal the results in which case the Party filing the appeal will use reasonable efforts to seek confidential treatment of all filings.

(e) The arbitrator shall apply the substantive laws of the State of Delaware in interpreting and resolving disputes.

(f) The Parties shall attempt to agree upon what, if any, discovery shall be permitted. If the Parties cannot agree on discovery within thirty (30) days after the appointment of the Arbitrator, then any discovery shall be within the discretion of the arbitrator; provided, however, that the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration, and any discovery that is permitted shall take no more than six months. The arbitrator shall permit live testimony at the arbitration proceeding.

(g) For the purposes of any arbitration governed by this Section 41.5.2, the Parties agree that monetary damages as limited below are adequate and agree that the arbitrator will not have the power or authority to award injunctive or equitable relief

(h) Without limiting the generality of the foregoing, the arbitrator shall not award any damages of a type excluded pursuant to Section 32.1 or in excess of the cap set forth in Section 32.2.

(i) Preliminary Hearing. As promptly as practicable after the selection of the arbitrator, a preliminary hearing shall be held among the Parties and/or their attorneys or other representatives and the arbitrator. Unless the Parties agree otherwise, the preliminary hearing will be conducted by telephone conference call rather than in person. By agreement of the Parties and/or order of the arbitrator(s), the pre-hearing activities and the hearing procedures that will govern the arbitration will

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be memorialized in a Scheduling and Procedure Order. At the preliminary hearing the matters to be considered shall include, without limitation:

(i) service of a detailed statement of claims, damages and defenses, a statement of the issues asserted by each Party and positions with respect thereto, and any legal authorities the Parties may wish to bring to the attention of the arbitrator;

(ii) stipulations to uncontested facts;

(iii) the extent to which discovery shall be conducted;

(iv) exchange and pre-marking of those documents which each Party believes may be offered at the hearing;

(v) the identification and availability of witnesses, including experts, and such matters with respect to witnesses including their biographies and expected testimony as may be appropriate;

(vi) whether, and the extent to which, any sworn statements and/or depositions may be introduced;

(vii) the extent to which hearings will proceed on consecutive days;

(viii) the possibility of utilizing mediation or other non-adjudicative methods of dispute resolution; and

(ix) the procedure for the issuance of subpoenas.

41.6 Tolling. All applicable statutes of limitation will be tolled to the extent permitted by applicable law while the dispute resolution procedures specified in this Section 41 are pending, and nothing herein will be deemed to bar any Party from taking such action as the Party may reasonably deem to be required to effectuate such tolling, provided such tolling does not exceed one hundred eighty (180) days, unless otherwise agreed by the Parties.

41.7 Activation Fee Disputes. In the event of a dispute over payment of Activation Fees, if it is determined that Activation Fees are owing to Intel, such Activation Fees shall be paid to Intel in one lump sum within thirty (30) calendar days of resolution of the dispute. If it is determined that Clearwire Communications has overpaid Activation Fees, at Clearwire Communications’ option Intel shall either (i) repay the excess Activation Fees within thirty (30) calendar days of receipt of Clearwire Communications’ written request for repayment, or (ii) apply the overpayment as a credit to the next scheduled

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Activation Fee payment so as to reduce the amount owed by Clearwire Communications to Intel.

41.8 Judicial Remedies and Injunctions. Notwithstanding the foregoing provisions of this Section 41, judicial remedies may be sought immediately with respect to any controversies and/or claims arising out the following section of this Agreement pursuant to the terms of this Section 41.8.

Section 3.3.2

Section 48 (“Confidential Information”)

Section 11.5 (“Clearwire Communications Deployment Exclusivity”)

41.9 Venue. Any court proceeding brought by either Party must be brought in Delaware in the United States District Court or, in the event no federal court in Delaware has jurisdiction, then in any Delaware state court having jurisdiction over the subject matter. Each Party agrees to personal jurisdiction in these courts. The parties agree to continue performance during the pendency of any dispute, unless this Agreement is terminated in accordance with the terms of this Agreement. The Parties further agree that irreparable damage may occur in the event that any of the provisions contained in Section 41.8 of this Agreement were not performed in accordance with their specific terms or were otherwise breached and it is accordingly agreed that, in addition to any other remedy to which any Party may be entitled at law or in equity, the Parties will be entitled to equitable relief, including injunction, to prevent such breaches and to specifically enforce such terms and provisions.

42. SEVERABILITY

42.1 If any of the provisions of this Agreement are invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly. The Parties will negotiate in good faith to amend this Agreement to include provisions that provide the Parties with the same economic effect as such severed provision.

43. SURVIVAL

43.1 Notwithstanding anything contained herein to the contrary, all representations, warranties, covenants and other terms set forth in the following sections will survive any termination or expiration of this Agreement for any reason:

Section 9.2 (“Audit”)

Section 25 (“Intellectual Property Ownership”)

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Section 26 (“Disclaimer of Warranties”)

Section 29 (“Confidential Information”)

Section 32 (“Limitation of Liability”)

Section 37 (“Taxes, Duties And Applicable Tax Laws”)

Section 39 (“Notices”)

Section 41 (“Choice of Law; Dispute Resolution”)

Section 44.2 (“Entire Agreement”)

Appendix A (Definitions)

44. BINDING EFFECT; ENTIRE AGREEMENT

44.1 This Agreement is binding upon each Party and will inure to the benefit of each such Party’s successors and permitted assigns.

44.2 This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings, representations and warranties relating to such subject matter. Each Party agrees that, except for the representations and warranties contained herein, neither Party makes any other representations or warranties, and each hereby disclaims any other representations or warranties made by itself or any of its officers, directors, employees, agents, or other representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby.

45. AMENDMENTS; NO WAIVER

45.1 No amendment, modification or waiver of any part of this Agreement will be effective or binding on the Parties unless reduced to writing and executed by senior executives of both Parties.

45.2 No course of dealing or failure of either Party to strictly enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. If any representation, warranty or covenant contained in this Agreement is breached by either Party and thereafter waived by the other Party, such waiver will be limited to the particular breach so waived and not be deemed to waive any other breach under this Agreement.

46. CONSTRUCTION AND INTERPRETATION

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46.1 The language of this Agreement will in all cases be construed as a whole and in accordance with its fair meaning. This Agreement has been prepared jointly and each Party has been given the opportunity to independently review this Agreement with legal counsel.

46.2 Section or paragraph headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement. The singular use of words will include the plural use and vice versa.

47. INCORPORATION BY REFERENCE

47.1 The terms and conditions of any Appendices or Exhibits are integral parts of this Agreement and are fully incorporated into this Agreement by this reference.

48. COUNTERPARTS; FAX SIGNATURES

48.1 This Agreement may be executed by the Parties on any number of separate counterparts, and all of said counterparts taken together will be deemed to constitute one and the same instrument. The Parties hereby agree that signatures transmitted and received via facsimile or other electronic means will be treated for all purposes of this Agreement as original signatures and will be deemed valid, binding and enforceable by and against both Parties.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, Clearwire Communications and Intel have caused this Agreement to be executed in duplicate counterparts, each of which will be deemed to be an original instrument, as of the Effective Date.

INTEL CORPORATION		CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Arvind Sodhani	By:	/s/ Hope Cochran
Title:	EVP, Intel Corp/President, Intel Capital	Title:	Hope Cochran, Senior Vice President,
	(Print or type)	Finance and Treasurer (Print or type)
Date:	November 24, 2008	Date:	November 28, 2008

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APPENDIX A to MARKET DEVELOPMENT AGREEMENT

DEFINITIONS

Except in the case of Appendix F (Trademark License), for the purposes of the Market Development Agreement, including all Appendices and Exhibits, the following definitions will apply. If a defined term listed below refers to a section of a document containing the definition, the section reference is to a section of the Market Development Agreement.

“3G MVNO Agreement” has the meaning defined in Section 3.2.

“3GPP” means the Third Generation Partnership Project.

“4G MVNO Agreement” has the meaning defined in Section 3.3.

“4G MVNO Election” has the meaning defined in Section 3.3.

“AAA” has the meaning defined in Section 41.5.2.

“Access Revenue” [*****].

“Activated” [*****].

“Activation Database” has the meaning defined in Section 9.1.

“Activation Rate” has the meaning defined in Section 5.3.

“Ad Hoc Customer” means a Customer who Activates a Device on the Clearwire Communications Network on a temporary basis and who does not enter into a monthly or longer subscription-based agreement for Services.

[*****]

[*****]

“Adjusted Retail Revenue” has the meaning defined in Section 12.1.4.

“Advance-Newhouse” means Advance/Newhouse Communications.

“AD/VAS” means revenue derived by Clearwire Communications from advertising, value added services or similar sources of revenue resulting from anything other than access to the Clearwire Communications Network.

“Affiliate” means a legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party. An entity is considered to control another entity if it owns, directly

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or indirectly, more than fifty percent (50%) of the total voting securities or other such similar voting rights.

“Annual Spending Requirements” has the meaning defined in Section 12.2.

“API” means application program interfaces.

“Asset Acquisition” has the meaning defined in Section 33.7.2.3.

[*****]

“Audit” has the meaning defined in Section 9.

“Auditor” has the meaning defined in Section 9.2.1.

“AWS” means advanced wireless services spectrum as allocated by the FCC.

“Centrino Processor Technology” means the current brand designation that Intel uses to indicate that a Performance Notebook contains a premium Intel Architecture CPU and Intel wireless components plus other hardware or software (whether manufactured by Intel or outsourced to a third party by Intel), and includes any future evolution of the Centrino Processor Technology brand or any other brand that serves the function in Intel’s brand hierarchy of indicating premium Intel Architecture CPU and wireless components for Performance Notebooks or MIDs.

“CE Devices” means consumer electronic devices consisting of both portable and non-portable devices that may provide multimedia, communication, information, or computing capabilities (such as audio/video devices and other media center devices).

“Change of Control” has the meaning defined in Section 33.7.2.

“Change of Control Notice” has the meaning defined in Section 33.4.

“Change of Control Party” has the meaning defined in Section 33.3.1.

“Claim” means any demand, lawsuit, action, administrative proceeding, or claim seeking redress of any nature, regardless whether at law or in equity arising out of this Agreement.

“Clearwire” means Clearwire Corporation.

“Clearwire Communications FDD Implementation Requirements” means the Clearwire Communications Network design requirements as determined by Clearwire Communications.

“Clearwire Communications Acquiror” has the meaning defined in Section 33.3.2.

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“Clearwire Communications Background Intellectual Property” has the meaning defined in Section 26.1.

[*****]

“Clearwire Communications Network” means Clearwire Communications’ implementation of a WiMAX-based network in the United States owned, controlled, operated or managed by Clearwire Communications for its own Customers or Customers acquired through its subsidiaries, MVNOs, Affiliates or Resellers.

“Clearwire Communications Parent” means Newco (as such term is defined in the Transaction Agreement).

“Clearwire Communications Quarterly Services Roadmap” means the Clearwire Communications services roadmap document detailing Clearwire Communications’ plans for (i) Future Network Services, (ii) modifications, enhancements and updates to existing Standard Network Services for both Clearwire Communications’ direct retail operations and wireless resale service operations, and (iii) the timing and location of new market launches.

[*****]

[*****]

“Co-Branding Construct(s)” [*****].

“Combined Election” has the meaning defined in Section 3.3.

“Comcast” means Comcast Corporation, a Pennsylvania corporation.

“Complementary Services” means non-WiMAX based products, applications and services that complement, support and/or enhance the Services, including but not limited to backhaul and broadcast applications, technology or services. Complementary Services do not include alternative wireless broadband or data technologies, but would include WiFi, and WiFi or WiMAX femto cell applications.

“Confidential Information” has the meaning defined in Section 29.

“Connection Manager” means a general software program that enables a user of a Device to connect to or disconnect from a network service and select and/or subscribe to network providers.

“Controlled Affiliate” means, with respect to any Person, such Person’s Ultimate Parent and any Affiliate of such Ultimate Parent that is controlled by such Ultimate Parent.

“Core Network” means, with respect to certification of Qualifying Intel Devices, the wireless voice and data service infrastructure that provides access in the form of connectivity and

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transmission via the Clearwire Communications Network, as the same may be modified, enhanced or updated by Clearwire Communications from time to time.

“CPNI” means customer proprietary network information.

[*****]

“Customer” means a subscriber to the Clearwire Communications Network.

“Customer Contract” means a contract, subscription agreement, amendment or other documentation used by Clearwire Communications, or any of its MVNOs or Resellers or Affiliates, to initiate Services for a Customer.

“Design-In” means the engineering, technical and other support performed to allow an OEM Device to incorporate products of another vendor, such as a CPU or wireless module.

“Design-Win” means sales and marketing efforts that convert Design In activities into actual product orders.

“Devices” means collectively CE Devices, MIDs, and Notebooks.

[*****]

“Effective Date” has the meaning defined in Section 3.1.

“Embedded Device” means a Device having embedded WiMAX capability (as opposed to a Device that uses an external means to connect to a WiMAX network such as an air card).

“Embedded Device Activation Fee” [*****].

“Embedding Rate” [*****].

“Essential Patent Claims” means patent claims owned or controlled by a vendor and necessarily infringed by an implementation of at least one of the mandatory features of the main or optional profile(s) of the WiMAX Forum Mobile System Profile or Network Profile.

“Event of Default” has the meaning defined in Section 33.1.

“Exchange Act” has the meaning defined in Section 33.7.4.

“FCC” means the United States Federal Communications Commission.

“FCPA” means the U.S. Foreign Corrupt Practices Act, 15 U.S.C., §78dd-1, et seq., as amended.

“Force Majeure Conditions” has the meaning defined in Section 38.

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“Forum” means the quarterly discussion vehicle between Clearwire Communications, MSO Members and Intel to discuss at a minimum the Clearwire Communications Quarterly Services Roadmap, development and offering of Standard Network Service, Non-Standard Network Service, Future Network Service and Other Services, all pursuant to the MVNO agreements between Clearwire Communications and the MSO Members.

“Future Network Service” means Clearwire Communications’ plans for development and roll-out of new Standard Network Services not offered by Clearwire Communications as of the date each Clearwire Communications Quarterly Services Roadmap to be provided by Clearwire Communications to Intel and the MSO Members.

“Google” means Google Inc.

“Indemnified Party” has the meaning that is defined in Section 31.3.

“Indemnifying Party” has the meaning defined in Section 31.3.

“Initial Intel Exclusivity Period” has the meaning defined in Section 11.2.

“Initial Term” has the meaning defined in Section 2.

“Intel” means Intel Corporation, a Delaware corporation.

“Intel Acquiror” has the meaning defined in Section 33.3.3.

“Intel Architecture CPU” means any microprocessor sold by Intel based on Intel’s X86 instruction set or its successors, including low power implementations.

“Intel Background Intellectual Property” has the meaning defined in Section 26.1.

“Intel-Based MIDs” means MIDs containing an Intel Architecture CPU and Intel wireless components that allow it to qualify to bear the Centrino Processor Technology (its successors or equivalent) brand regardless of whether such MIDs actually bear such brand.

[*****]

[*****]

“Intel Bundled Services” has the meaning defined in Section 3.3.

“Intel Co-Marketing Exclusivity Obligations” has the meaning defined in Section 11.2.

“Intel Devices” means collectively and individually [*****], [*****] and Intel-Based MIDs.

“Intel MDF” has the meaning defined in Section 10.1.

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“Intel Renewal Period” has the meaning defined in Section 3.1.

“Intel [*****] Revenue Share” [*****].

[*****]

“Intellectual Property” means (a) all copyrightable works, all copyrights including all applications, registrations and renewals thereof, (b) all trade names, fictional business names, trade dress rights, trademarks and service marks, (c) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, divisions, continuations, continuations-in-part, substitutes, extensions and reexaminations thereof, as well as any foreign counterparts of any of the foregoing, (d) all proprietary formulations, know-how, show-how, confidential business information, trade secrets, research and development results, projections, analyses, models and other technical information and technology, (e) all mask works and all applications, registrations and renewals in connection therewith, (f) all computer software (including data and related documentation), whether purchased, licensed or internally or jointly developed, (g) all copies and tangible embodiments of the foregoing in whatever form or medium, and (h) all rights in or to the foregoing.

“Interim POPs Coverage” has the meaning defined in Section 6.3.

“IOT” means interoperability testing.

“Liquidation” has the meaning defined in Section 33.7.2.5.

“LLC Member” means an entity holding an equity interest in the OPA prior to a public announcement of the launch of the OPA.

“LTE” means long term evolution.

“Marketing Tonnage” means expenditures made directly or indirectly by a Party on marketing activities, including by way of example and not by limitation, advertising, promotions, and other similar activities.

“Marks” has the meaning defined in Section 36.1.

“MDF” means market development funds.

“MFC” means most favored customer as described in Section 20.1.

“MIDs” means mobile internet devices, other than Notebooks, with internet capability and web browser functionality and which have a diagonal screen of less than seven (7) inches. Notwithstanding the foregoing, the following are specifically excluded from the definition of a MID: (a) any mobile internet device, handset or smart-phone with the primary purpose of voice

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communication, (b) any mobile internet device sold by or for Clearwire Communications under a cell phone-like model where Clearwire Communications specifies, buys, and/or brands such device for resale to consumers through its, or its partners’ distribution channels.

“Minimum Enabling Requirements” has the meaning defined in Section 10.6.

“Minimum Revenue Threshold” has the meaning defined in Section 5.2.

“MSO” means multiple system operator.

“MSO Core Services” means, with respect to each MSO Member, such MSO Member’s or any of its Affiliates’ non-mobile multi-channel video service, wireline high-speed data internet access services, facilities-based wireline telephone service and any future subscriber paid, recurring charge based, wireline service that naturally evolves from the foregoing services offered by such MSO Member or any of its Affiliates.

“MSO Members” means Comcast, Time Warner, Advance/Newhouse and any other MSO who enters into an MVNO agreement with Clearwire Communications after the Effective Date hereof.

“MVNO” means a mobile virtual network operator who resells WiMAX services.

“MVNO Co-Branding Construct” has the meaning defined in Section 11.1.3.

“MVNO End User” means, with respect to Intel, any end user customer purchasing MVNO Service from Intel (or a Controlled Affiliate of Intel pursuant to Section 2.7 of the 4G MVNO Agreement.)

“MVNO Election” has the meaning defined in Section 3.2.

“MVNO Service” means, with respect to Intel, the Wireless Broadband Service provided by Clearwire Communications or any of its Controlled Affiliates over the Clearwire Communications Network, but sold by Intel (or by a Controlled Affiliate of Intel pursuant to Section 2.7 of the 4G MVNO Agreement) to end user customers as a reseller of the Wireless Broadband Service pursuant to the 4G MVNO Agreement.

“Network Data” has the meaning that is defined in Section 24.1.

“Network Enablers” mean the non-transmission elements of the Clearwire Communications Network that provide information and functionality necessary to provide services and applications over the Clearwire Communications Network. For purposes of clarification, Network Enablers include, but are not limited to, the underlying network elements and interfaces such as quality of service, identity information, device management, multicast media streaming and location services.

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“Non-Standard Network Service” means a custom interface, customized configuration, service, specific functionality or capability, or implementation of Other Services under the MVNO agreements between Clearwire Communications and an MSO that is unique to a MSO Member(s).

[*****]

“Notebooks” means notebook or sub-notebook computers.

“ODMs” means original design manufacturers of mobile computing devices. For the avoidance of doubt, ODMs may also do business as OEMs.

“OEM” means original equipment manufacturers of Devices who sell a branded product.

“OPA” means the Open Patent Alliance, LLC formed to protect and promote the global implementation of WiMAX and create one or more patent pools for the efficient and transparent licensing of Essential Patent Claims to practice the IEEE 802.16e-2005 specification as specified by the WiMAX Forum Interoperability and Network Architecture Profiles.

“OS” means operating system.

“OSS” means operating support system.

“Other Party” has the meaning defined in Section 33.3.5.

“Other Reseller” has the meaning defined in Section 2.11.1 (a) of the 4G MVNO Agreement.

“Other Services” are services that may be provided by Clearwire Communications over the Clearwire Communications Network that do not include Standard Network Services or Non-Standard Network Services.

“Performance Notebooks” means Notebooks that contain advanced microprocessors.

“Person” means any individual, partnership, limited liability partnership, limited liability company, corporation, trust, other business association or business entity, estate or other entity.

“POPs” means the population within the radio frequency coverage area of the Clearwire Communications Network.

“POPs Coverage” means natural persons who reside in the U.S. (such number of natural persons based on most recent census data) who can access the Clearwire Communications Network at their place of residence at a standard level of service as mutually agreed upon by the Parties in Appendix C to the Agreement.

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“Product Segment” means a product category suitable for embedding a WiMAX Chipset, for example without limitation: personal computers, notebooks, UMPCs, portable media players, PDAs and smart-phones, portable gaming devices, consumer electronics.

[*****]

“Qualifying Intel-Based MIDs” means Intel-Based MIDs embedded with a Qualifying WiMAX Chipset, that are certified on the Clearwire Communications Network.

“Qualifying [*****]” means [*****] embedded with a Qualifying WiMAX Chipset, that are certified on the Clearwire Communications Network.

“Qualifying [*****]” means [*****] embedded with a Qualifying WiMAX Chipset, that are certified on the Clearwire Communications Network.

“Qualifying Intel Devices” means collectively and individually Qualifying [*****], Qualifying [*****] and Qualifying Intel-Based MIDs.

“Qualifying WiMAX Chipsets” means WiMAX Chipsets whether sold by Intel or outsourced by Intel to third parties that (a) contain silicon sourced in-house from Intel or from a third party that is part of an Intel branded product, (b) contains Intel activation software certified to operate on the Clearwire Communications Network and (c) excepting [*****], when combined with an Intel Architecture CPU would enable the Device to bear the Intel Centrino brand (its successors or equivalent) according to Intel’s definition and brand requirements as set forth in the Intel Inside Program and channel program materials. For the avoidance of doubt, Qualifying WiMAX Chipsets do not include any OS used in conjunction with such Qualifying WiMAX Chipset.

“Renewal Period” has the meaning defined in Section 3.1.

“Reseller” means a third party which purchases from Clearwire Communications access services to the Clearwire Communications Network, repackages the services and then sells the services to Customers.

[*****]

“RF” has the meaning defined in Appendix C.

“SEC” has the meaning defined in Section 30.1.

“Services” means the access, information and communications services offered by Clearwire Communications over the Clearwire Communications Network to Customers.

“Sprint” means Sprint Nextel Corporation.

“Sprint Spectrum” means Sprint Spectrum L.P.

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“Standard Network Services” are the WiMAX Services provided by Clearwire Communications over the Core Network to retail Customers that provide voice or data transmission functionality and access and that are of a nature that a Reseller could not procure from a third party.

“Standard WiMAX Device” has the meaning defined in Appendix C.

“Standards Bodies” has the meaning that is defined in Section 34.1.

“Start Date” means the date that is three (3) months from the Effective Date.

“Strategic Investors” means the Comcast Corporation, Time Warner Cable Inc., Google Inc. and Intel Corporation.

[*****]

“Term” has the meaning that is defined in Section 3.1.

“Time Warner” means Time Warner Cable Inc., a Delaware corporation.

“Trademark License” has the meaning defined in Section 10.4.

“Transaction Agreement” means the Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Advance/Newhouse Partnership, Google Inc. and Intel Corporation, as amended, modified or supplemented from time to time.

“Transfer” has the meaning defined in Section 33.2.

“True Up Date” has the meaning defined in Section 5.3.

“TWC” means Time Warner Cable Inc.

“Ultimate Parent” means, with respect to any Person at any time, the Person (other than any natural person or any trust or other investment vehicle established primarily for the benefit of any natural person) that directly or indirectly controls such Person and all other Persons with a direct or indirect controlling interest in such Person, which, on the date hereof, (i) in the case of Brighthouse is Advance/Newhouse Partnership, (ii) in the case of Comcast is Comcast Corporation, (iii) in the case of TWC is Time Warner Cable Inc., (iv) in the case of Sprint is Sprint Nextel Corporation, (v) in the case of Clearwire Communications is Clearwire Corporation, formerly known as New Clearwire Corporation, (vi) in the case of Google is Google Inc. and (vii) in the case of Intel is Intel Corporation (it being understood that if a publicly traded corporation or other entity directly or indirectly controls any Person, such publicly traded corporation or other entity shall be deemed to be the Ultimate Parent of such

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Person regardless of whether any other Person may have a direct or indirect controlling interest in such publicly traded corporation or other entity).

“United States” means the fifty states of the United States and excludes Puerto Rico, Guam or any other territories.

[*****]

[*****]

“Wave 1 Certification” means the first wave of certification testing as defined by the by the WiMAX Forum for 802.16-2005.

“Wave 2” means the Mobile WiMAX certification testing that uses the feature set designated as Wave 2 by the WiMAX Forum.

“Wave 2 Certification” means the second wave of certification testing as defined by the WiMAX Forum for 802.16-2005.

[*****]

[*****]

[*****]

“WiFi” means the IEEE 802.11 industry standard.

“Wireless Broadband Service” means any service technically capable of being provided over the Clearwire Communications Network and to be provided by Clearwire Communications or any of its Controlled Affiliates under the 4G MVNO Agreement, including any service utilizing a Network Enabler, but excluding any service that is not within or reasonably related to Clearwire Communications’ commercial offerings and not provided to any Other Reseller; provided that Wireless Broadband Service shall not include any applications or content offered by Clearwire Communications, its Controlled Affiliates or third parties over the Clearwire Communications Network or any service that Clearwire Communications may not provide over the Clearwire Communications Network under applicable law.

“WiMAX” means technology that complies with the IEEE 802.16e-2005 Wave 2 technology standard, including future evolution thereof (as defined by the WiMAX Forum).

“WiMAX Asset Acquisition” has the meaning defined in Section 33.7.2.4.

“WiMAX Chipsets” means chipsets and modules designed to comply with WiMAX industry standards.

“WiMAX Equipment” means IEEE 802.16-2005 based WiMAX Network infrastructure, components, and systems.

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“WiMAX Equipment Certification” means certification conducted by the WiMAX Forum that network infrastructure, components, and systems comply with WiMAX industry standards and WiMAX Forum defined profiles.

“WiMAX Forum” means the industry-led, non-profit corporation formed to promote and certify compatibility and interoperability of broadband wireless products utilizing industry standard, IEEE 802.16.

“WiMAX Network” means a broadband wireless network based on WiMAX.

“Year One” means calendar year 2009. With respect to any reference to other years, i.e., “Year Two”, “Year Three”, etc., each such reference will be with regard to Year One and its following years, and shall follow sequentially.

***End of Appendix A***

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APPENDIX B TO MARKET DEVELOPMENT AGREEMENT

INTEL MVNO BUNDLING REQUIREMENTS

The “Intel Bundled Services” means, with respect to Intel, MVNO Service offered as part of an unlimited data service plan to MVNO End Users as part of a service package for deployment on Intel Devices that includes (x) a set of applications that integrate Intel-branded applications, content and customer experience and that requires the creation of a log-in account by the applicable MVNO End User to Intel’s and its Controlled Affiliates’ primary portal prior to or in connection with the activation of MVNO Service on such Device and (y) at least one MSO Core Service or Sprint Wireless Service offered by Intel to its end users under the 3G MVNO Agreement.

*** End of Appendix B ***

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APPENDIX C TO MARKET DEVELOPMENT AGREEMENT

Method of Measuring POPs Coverage

[*****]

*** End of Appendix C***

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APPENDIX D TO MARKET DEVELOPMENT AGREEMENT

[*****]

*** End of Appendix D***

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APPENDIX E TO MARKET DEVELOPMENT AGREEMENT

Technical Performance Requirements

Systems performance of the Clearwire Communications Network communicating with Mobile Terminals must meet the technical performance standards set forth in this document.

[*****]

*** End of Appendix E ***

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APPENDIX F TO MARKET DEVELOPMENT AGREEMENT

Trademark License Agreement

Trademark License Agreement

This Trademark License Agreement (the “Trademark Agreement”) is entered into on the Effective Date (as defined below) by and between Intel Corporation, a Delaware corporation with its principal place of business at 2200 Mission College Boulevard, Santa Clara, California 95054 (“Intel”) and Clearwire Communications LLC, a Delaware limited liability company with its principal place of business at 4400 Carillon Point, Kirkland, WA 98033 (“Clearwire Communications”).

Whereas, Intel and Clearwire Communications have entered into a Market Development Agreement (the “Commercial Agreement” as defined below) concerning the development and deployment of a WiMAX network and WiMAX enabled devices;

Whereas, in connection with the Commercial Agreement, Clearwire Communications and Intel wish to use certain of each other’s respective marks on products, in association with services, in tutorials, and in a variety of marketing materials to promote Clearwire Communications’ and Intel’s products, services and technologies, and to allow certain of Intel’s licensees under the standard terms and conditions of other Intel program agreements to use Clearwire Communications’ marks on such licensees’ products, in tutorials, and in a variety of marketing materials to promote Clearwire Communications’ and Intel’s products, services and technologies.

Therefore, in consideration of the mutual covenants and promises contained herein, Intel and Clearwire Communications agree as follows:

1. Definitions

1.1.	The following capitalized words and phrases used in this Trademark Agreement shall have the same meaning as the definitions of those words and phrases in the Commercial Agreement, and are incorporated herein by reference: Qualifying [*****], Qualifying [*****], Qualifying Intel-Based MIDs, Services, Start Date, and WiMAX.
1.2.	“Co-branding Constructs” [*****].
1.3.	“Commercial Agreement” shall mean the Market Development Agreement between Clearwire Communications and Intel dated November 28, 2008.
1.4.	“Effective Date” shall mean the later of the parties’ signature dates below.
1.5.	“Intel Marks” shall mean Intel’s Licensed Marks, INTEL, INTEL INSIDE, and all other Intel trademarks incorporated in Intel’s Licensed Marks, including, but not limited to, the INTEL corporate logo, INTEL CENTRINO, the INTEL CENTRINO logo, and any other Intel marks added to Exhibit A as it is modified in writing by the parties.
1.6.	“Intel’s Licensed Marks” or “Intel Licensed Marks” shall mean the INTEL CENTRINO logo, to be added to Exhibit A, and any other Intel marks added to Exhibit A, as it is modified in writing by the parties, or such additional or replacement marks as Intel may provide, and no other logo, mark, or designation.

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1.7.	“Intel Licensees” shall mean licensees of Intel’s trademarks under Intel’s standard trademark licensing program agreements, such as the Intel Inside Program, and channel and retail licensing programs.
1.8.	“Licensed Marks” shall mean Intel’s Licensed Marks and/or Clearwire Communications’ Licensed Marks, respectively.
1.9.	“Clearwire Communications Marks” shall mean XOHM and the XOHM logo, and all other Clearwire Communications trademarks incorporated in Clearwire Communications’ Licensed Marks all other Clearwire Communications trademarks incorporated in Clearwire Communications’ Licensed Marks and any other Clearwire Communications marks added to Exhibit A as it is modified in writing by the parties.
1.10.	“Clearwire Communications’ Licensed Marks” or “Clearwire Communications Licensed Marks” shall mean XOHM and the XOHM logo, to be added to Exhibit A, and any other Clearwire Communications marks added to Exhibit A, as it is modified in writing by the parties, or such additional or replacement marks as Clearwire Communications may provide, and no other logo, mark, or designation.
1.11.	“Clearwire Communications’ WiMAX Network” shall mean Clearwire Communications’ implementation of a WiMAX-based wireless mobile broadband network owned, controlled, operated or managed by Clearwire Communications. For the avoidance of doubt, the Clearwire Communications WiMAX Network as used in this Trademark Agreement shall not include mobile virtual network operators (“MVNOs”), affiliates or resellers.
1.12.	“Qualifying Intel Materials” shall mean Intel’s direct marketing materials associated with Qualifying Licensee Products and the Intel products incorporated therein.
1.13.	“Qualifying Licensee Products” shall mean Qualifying [*****], Qualifying [*****], and Qualifying Intel-Based MIDS, individually and collectively.
1.14.	“Qualifying Clearwire Communications Service” shall mean WiMAX-based services offered by Clearwire Communications on Clearwire Communications’ WiMAX Network.
1.15.	“Territory” shall mean the United States of America.

2. License Grants

2.1.

Effective as of the Start Date, and subject to and conditioned upon Intel’s compliance with this Trademark Agreement, including without limitation Sections 3, 4 and 5, Clearwire Communications grants to Intel, and Intel accepts, a limited, non-exclusive, non-transferable (except as expressly provided below), royalty-free, revocable license to use Clearwire Communications’ Licensed Marks as they appear within the Co-branding Constructs in Exhibit A, in the Territory, in connection with Qualifying Intel Materials as provided in this Trademark Agreement, and as required or permitted in the Commercial Agreement. [*****] No other right, title or license is granted hereunder,

2.2.

Effective as of the Start Date, and subject to and conditioned upon Clearwire Communications’ compliance with this Trademark Agreement, including without limitation Sections 3, 4 and 5, Intel grants to Clearwire Communications, and Clearwire Communications accepts, a limited, non-exclusive, non-transferable, royalty-free, revocable license to use Intel’s Licensed Marks as they appear within the Co-branding Constructs in Exhibit A, in the Territory, in advertising and

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	promotional materials for Qualifying Clearwire Communications Service as provided in this Trademark Agreement, and as required or permitted in the Commercial Agreement. No other right, title or license is granted hereunder.
2.3.	Upon completion of the Co-branding Construct, and in any case not later than December 31, 2008, the parties will amend this Agreement by modifying Exhibit A to accurately reflect each party’s respective licensed Marks necessary to implement the Co-branding Construct.

3. Quality Control

3.1.	Intel shall use Clearwire Communications’ Licensed Marks only in connection with Qualifying Intel Materials, [*****]. Clearwire Communications shall use Intel’s Licensed Marks only in connection with Qualifying Clearwire Communications Service and related advertising and promotional materials.
3.2.	Intel shall comply with all applicable laws and regulations in its advertising, promotion, display, distribution and sale of Qualifying Intel Materials bearing Clearwire Communications’ Licensed Marks, and Clearwire Communications shall comply with all applicable laws and regulations in its advertising, promotion, display, distribution and sale of Qualifying Clearwire Communications Service and related advertising and promotional materials bearing Intel’s Licensed Marks.
3.3.	Clearwire Communications shall use Intel’s Licensed Marks, and Intel shall use [*****] Clearwire Communications’ Licensed Marks, only in connection with products or services that meet or exceed the quality and performance standards customary in the industry and commensurate with Clearwire Communications’ and Intel’s overall reputations for high quality products and/or services.
3.4.	Each party shall give prompt Notice to the other party of any material complaint by any customer or other third party that Qualifying Intel Material or Qualifying Clearwire Communications Service bearing the other party’s Licensed Marks may not conform to the quality control requirements in this Section 3 of the Trademark Agreement.
3.5.	Intel shall have the right, and upon reasonable Notice be given the opportunity, to review, inspect and/or test Clearwire Communications’ materials bearing Intel’s Licensed Marks, and Clearwire Communications shall have the right, and upon reasonable Notice be given the opportunity, to review, inspect and/or test Intel’s materials bearing Clearwire Communications’ Licensed Marks, to ensure compliance with this Trademark Agreement. To the extent that Intel has non-confidential Intel Licensee materials bearing Clearwire Communications’ Licensed Marks, Intel will reasonably cooperate with Clearwire Communications’ reasonable requests to review, inspect and/or test Intel Licensees’ materials bearing Clearwire Communications’ Licensed Marks, to ensure compliance with this Agreement.

4. Proper Usage/ Review of Materials

4.1. Clearwire Communications shall comply with reasonable usage guidelines for Intel’s Licensed Marks to be provided promptly by Intel to Clearwire Communications after the Co-branding Constructs are finalized, and in all cases prior to Clearwire Communications’ use of such Licensed Marks as permitted herein. Intel shall comply with reasonable usage guidelines for Clearwire Communications’ Licensed Marks to be provided promptly

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	by Clearwire Communications to Intel after the Co-branding Constructs are finalized, and in all cases prior to Intel’s use of such Licensed Marks as permitted herein.
4.2.	Clearwire Communications shall not alter Intel’s Licensed Marks in any way or integrate any Intel’s Licensed Marks or Intel Marks into any of its own trademarks, logos, or designs or those of third parties, with the exception of the Co-branding Constructs, where each party’s marks will appear as separate logos near each other. Intel shall not alter Clearwire Communications’ Licensed Marks in any way or integrate any Clearwire Communications’ Licensed Marks or Clearwire Communications Marks into any of its own trademarks, logos, or designs or those of third parties, with the sole exception of the Co-branding Constructs, where each party’s marks will appear as separate logos near each other.
4.3.	Where reasonably practicable, Clearwire Communications shall use Intel’s Licensed Marks with the respective trademark symbols and the following acknowledgement line: “[Insert all of Intel’s Licensed Mark being used] are trademarks or registered trademarks of Intel Corporation in the United States and other countries and are used under license.” Where reasonably practicable, Intel shall use Clearwire Communications’ Licensed Marks with the respective trademark symbols and the following acknowledgement line: “[Insert all of Clearwire Communications’ Licensed Marks being used] are trademarks of Clearwire Corporation, registered or pending registration in the United States and other countries and are used under license. No unlicensed use is permitted.”
4.4.	Neither party shall use the other’s Licensed Marks in any manner that is likely to create confusion as to the source or sponsorship of either party’s products or services, or that in any way indicates to the public that a party is a division or affiliate of the other party. Wherever either party displays the other’s Licensed Marks in logo format pursuant to this Trademark Agreement, it must do so solely within the Co-Branding Constructs, unless otherwise agreed to by the parties in writing.
4.5.	Each party shall display the other party’s Licensed Marks only in a positive manner and shall not use the other party’s Licensed Marks in any manner that may disparage the other party, its brands, or its products or services. Neither party may use the other party’s Licensed Marks in any manner that, in the licensor party’s judgment, may diminish or otherwise damage the licensor party’s goodwill in its Licensed Marks, including but not limited to use on materials that could be deemed to be obscene, pornographic, violent, or otherwise in poor taste or unlawful, or the purpose of which is to encourage unlawful activities.
4.6.	Intel shall have the right to randomly review and inspect Clearwire Communications’ materials displaying Intel’s Licensed Marks and Clearwire Communications shall reasonably cooperate in providing Intel access to such materials. Clearwire Communications shall have the right to randomly review and inspect Intel’s materials and non-confidential Intel Licensee’s materials in Intel’s possession displaying Clearwire Communications’ Licensed Marks, and Intel shall reasonably cooperate in providing Clearwire Communications access to such materials. Each party further agrees to make any modification to such materials that are required to comply with the terms of this Trademark Agreement and are requested by the party owning the Licensed Marks.

5. Protection of Interest

5.1. Acknowledgment of Rights As between Intel and Clearwire Communications, Clearwire Communications acknowledges Intel’s exclusive rights to Intel’s Licensed Marks and the Intel Marks and all goodwill associated therewith, and acknowledges that any and all use

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	of Intel’s Licensed Marks inures to the sole benefit of Intel. Clearwire Communications shall not challenge Intel’s exclusive ownership rights in and to Intel’s Licensed Marks and the Intel Marks, nor take action inconsistent with Intel’s rights in such trademarks. Clearwire Communications shall not adopt, use, apply to register and/or register as its own trademark any word or design confusingly similar to or that dilutes Intel’s Licensed Marks or the Intel Marks. If at any time Clearwire Communications acquires any rights in, or registrations or applications for Intel’s Licensed Marks or the Intel Marks by operation of law or otherwise, Clearwire Communications will immediately and at no expense to Intel assign such rights, registrations, and/or applications to Intel, along with any and all associated goodwill. As between Intel and Clearwire Communications, Intel acknowledges Clearwire Communications’ exclusive rights to Clearwire Communications’ Licensed Marks and the Clearwire Communications Marks and all goodwill associated therewith, and acknowledges that any and all use of Clearwire Communications’ Licensed Marks inures to the sole benefit of Clearwire Communications. Intel shall not challenge Clearwire Communications’ exclusive ownership rights in and to Clearwire Communications’ Licensed Marks and the Clearwire Communications Marks, nor take action inconsistent with Clearwire Communications’ rights in such trademarks. Intel shall not adopt, use, apply to register and/or register as its own trademark any word or design confusingly similar to or that dilutes Clearwire Communications’ Licensed Marks or the Clearwire Communications Marks. If at any time Intel acquires any rights in, or registrations or applications for Clearwire Communications’ Licensed Marks or the Clearwire Communications Marks by operation of law or otherwise, Intel will immediately and at no expense to Clearwire Communications assign such rights, registrations, and/or applications to Intel, along with any and all associated goodwill.
5.2.	Co-Branding Constructs. For the avoidance of doubt, neither party nor its licensees may apply to register or register the Co-Branding Constructs as their own mark without the prior express written consent of the other party. All use of the Co-Branding Constructs remains subject to the parties’ underlying rights in their Licensed Marks under Section 5.1.
5.3.	Enforcement. In the event that either party becomes aware of any unauthorized use of the other party’s Licensed Marks by a third party, that party shall promptly notify the party owning the Licensed Marks in writing, and shall provide reasonable cooperation, at the expense of the party owning the Licensed Marks, in any enforcement of the rights in such Licensed Marks against such third party. The right of Intel to enforce its rights in Intel’s Licensed Marks and the Intel Marks rests entirely with Intel and shall be exercised in Intel’s sole discretion. Clearwire Communications shall not commence any action or claim to enforce Intel’s rights in Intel’s Licensed Marks or the Intel Marks. The right of Clearwire Communications to enforce its rights in Clearwire Communications’ Licensed Marks and the Clearwire Communications Marks rests entirely with Clearwire Communications and shall be exercised in Clearwire Communications’ sole discretion. Intel shall not commence any action or claim to enforce Clearwire Communications’ rights in Clearwire Communications’ Licensed Marks or the Clearwire Communications Marks.

6.

NO REPRESENTATIONS OR WARRANTIES

INTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING INTEL’S LICENSED MARKS OR THE INTEL MARKS, INCLUDING THE VALIDITY OF INTEL’S RIGHTS IN ANY COUNTRY, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW. CLEARWIRE COMMUNICATIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING CLEARWIRE COMMUNICATIONS’ LICENSED MARK OR THE CLEARWIRE COMMUNICATIONS MARKS, INCLUDING THE VALIDITY OF CLEARWIRE COMMUNICATIONS’ RIGHTS IN ANY COUNTRY,

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AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.

7.	Indemnity
	a. Intel agrees to defend and/or settle (in its sole discretion) any claim threatened against Clearwire Communications or brought in any suit or proceeding against Clearwire Communications alleging liability on the basis of : [*****], and Intel will pay all damages, costs and fees finally awarded against Clearwire Communications and exclusively attributable to any such claim, provided that (a) Clearwire Communications promptly notifies Intel in writing of any such claim, (b) Intel solely controls and conducts the defense and/or settlement of the claim, (c) Clearwire Communications fully and timely cooperates and provides all requested authority, information and assistance to Intel, at Intel’s expense, and (d) at Intel’s instruction, Clearwire Communications immediately ceases use of [*****]. In the event of any claim or threatened claim against Intel or Clearwire Communications [*****], Intel reserves the right to terminate, immediately upon written Notice, all or a part of this Trademark Agreement, and Clearwire Communications will take all steps necessary to [*****]. Intel will not be responsible for any damages, costs, or fees awarded to the extent such amounts reflect Clearwire Communications’ continued [*****] pursuant to this Trademark Agreement. In the event of any claim or threatened claim against Intel or Clearwire Communications concerning [*****], Clearwire Communications reserves the right to terminate, immediately upon written Notice, all or part of this Trademark Agreement, and Intel will take all steps necessary to [*****], and to terminate the right of [*****], as provided under Section 9.3 below and as allowed under the terms and conditions of the agreements between Intel and the Intel Licensees. This indemnity shall not cover damages that Clearwire Communications could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.
	b. Clearwire Communications agrees to defend and/or settle (in its sole discretion) any claim threatened against Intel (including from the Intel Licensees) or the Intel Licensees brought in any suit or proceeding against Intel or the Intel Licensees alleging liability on the basis of: [*****], and Clearwire Communications will pay all damages, costs and fees finally awarded against Intel and/or the Intel Licensees and exclusively attributable to any such claim, provided that (a) Intel and/or the Intel Licensees promptly notify Clearwire Communications in writing of any such claim, (b) Clearwire Communications solely controls and conducts the defense and/or settlement of the claim, (c) Intel and/or the Intel Licensees fully and timely cooperate and provide all requested authority, information and assistance to Clearwire Communications, at Clearwire Communications’ expense, and (d) at Clearwire Communications’ instruction, Intel and/or the Intel Licensees promptly cease use of [*****] in accordance with Section 9.3 below and as allowed under the terms and conditions of the agreements between Intel and the Intel licensees. In the event of any claim or threatened claim against Intel, the Intel Licensees, or Clearwire Communications [*****], Clearwire Communications reserves the right to terminate, immediately upon written Notice, all or a part of this Trademark Agreement, and Intel and/or the Intel Licensees will take all steps necessary to [*****] in accordance with Section 9.3 below and as allowed under the terms and conditions of the agreements between Intel and the Intel licensees. Clearwire Communications will not be responsible for any damages, costs, or fees awarded to the extent such amounts reflect Intel’s or the Intel Licensees’ continued [*****] pursuant to this Trademark Agreement. In the event of any claim or threatened claim against Intel or Clearwire Communications concerning [*****], Intel reserves the right to terminate, immediately upon written Notice, all or part of this Trademark Agreement, and Clearwire Communications will take all steps necessary to [*****]. This indemnity shall not cover damages that Intel or the Intel Licensees could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.

8.	LIMITATION OF LIABILITY
	NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR

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CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL NOT RESTRICT A PARTY’S ABILITY TO RECOVER ACTUAL DIRECT DAMAGES FOR BREACH OF THIS TRADEMARK AGREEMENT.

9. Term, Termination and Expiration

9.1.	Term This Trademark Agreement shall remain in effect until its termination as provided herein, or the expiration or termination of the Commercial Agreement, or seven (7) years from the Effective Date, whichever is earlier.
9.2.	Termination Either party may terminate this Trademark Agreement upon advance written Notice: (a) by either party if the other party breaches any material term or condition of this Trademark Agreement and fails to remedy the breach within thirty (30) days after being given Notice thereof, or immediately upon Notice of termination if no cure is reasonably possible; (b) by either party immediately upon Notice to the other if any Qualifying Intel Materials, Licensee Qualifying Products, or Qualifying Clearwire Communications Service has been found to be defective or substandard by any government agency or court; (c) by either party immediately upon Notice to the other party if either party reasonably determines that adverse publicity concerning the other party, Qualifying Intel Materials, Licensee Qualifying Products, or Qualifying Clearwire Communications Service may harm the reputation of the terminating party, Intel’s Licensed Marks, or Clearwire Communications’ Licensed Marks; (d) by Intel immediately upon Notice to Clearwire Communications if Clearwire Communications, personally or through another individual or entity, takes any action inconsistent with Intel’s sole legal and beneficial ownership of any Intel Marks; (e) by Clearwire Communications immediately upon Notice to Intel if Intel, personally or through another individual or entity, takes any action inconsistent with Clearwire Communications’ sole legal and beneficial ownership of any Clearwire Communications Marks; (f) by either party upon Notice to the other in the event of any claim threatened against the other party or brought in any suit or proceeding against the other party that invokes the indemnity provisions of Section 7 above; (g) by either party if the other party becomes the subject of any voluntary or involuntary proceeding under the U.S. Bankruptcy Code or state insolvency proceeding and such proceeding is not terminated within forty-five (45) days of its commencement; or (h) by either party if the other party ceases to be actively engaged in business.
9.3.	Effect of Expiration or Termination Upon any expiration or termination of this Trademark Agreement, each party shall immediately cease any and all use of the other party’s Licensed Marks, but the parties will have no obligation to recover or rebrand past uses of the Licensed Marks. [*****]
9.4.	Continuing Obligations Obligations of the parties under the provisions of Sections 1, 6, 7, 8, 9.3, 10, 11, 12, 14, 15, 16, 17, 19 and 20 shall remain in force notwithstanding the termination or expiration of the Trademark Agreement.

10.

Assignment

The rights granted to the parties hereunder are personal [*****], and neither party may assign this Trademark Agreement or any right or obligation hereunder, whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of a party’s business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of the other party, which may be given or withheld in each party’s sole discretion. Any purported unapproved assignment or transfer shall be deemed a material breach of this Trademark Agreement and shall be null and void. This Trademark Agreement shall

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	be binding upon and inure to the benefit of the successors and any permitted assigns of the parties hereto.
11.	Choice of Law and Jurisdiction
	The validity, construction and performance of this Trademark Agreement shall be governed by U.S. federal law and the laws of the State of Delaware, without reference to conflict of laws principles. The parties further acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark dilution, passing off, false designation of origin, unfair competition and other non-contractual causes of action, will be governed by U.S. federal law and the laws of the State of New York.
12.	Equitable Relief
	Each party recognizes and acknowledges that an uncured material breach of this Trademark Agreement will cause the non-breaching party irreparable damage, which cannot be readily remedied by monetary damages in an action at law, and may, in addition thereto, constitute a violation of the non-breaching party’s trademark rights and rights under the laws of unfair competition. In the event of any material breach by either party, including any action that could cause some loss or dilution of goodwill, reputation, or rights in the non-breaching party’s Licensed Marks, the non-breaching party shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
13.	Representation as to Authority
	The parties to this Trademark Agreement represent and warrant that they have the sole right and exclusive authority to execute this Trademark Agreement and that they have not sold, assigned, transferred, conveyed, or otherwise disposed of any interest, right, claim or demand, or portion thereof, relating to any matter in this Trademark Agreement.
14.	Severability
	If any provision of this Trademark Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions, but rather the entire Trademark Agreement will be construed as if it did not contain the particular invalid, illegal or unenforceable provision(s), and the rights and obligations of each party will be construed and enforced accordingly. However, if either party determines in its discretion that the court’s determination of invalidity, illegality or unenforceability causes this Trademark Agreement to fail in any of its essential purposes, it may immediately terminate the Trademark Agreement.

15.	No Waiver
	The failure of any party to enforce at any time one or more of the provisions of this Trademark Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of any party to enforce each and every such provision thereafter.
16.	Relationship of the Parties
	No agency, partnership, joint venture, franchise, or employment is created between the parties as a result of this Trademark Agreement. Neither party is authorized to create any obligation, express or implied, on behalf of the other party.

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17.	No Endorsement
	Clearwire Communications acknowledges that Intel does not endorse Clearwire Communications or its products or services. Clearwire Communications shall make no claims that Intel endorses Clearwire Communications or its products or services. Intel acknowledges that Clearwire Communications does not endorse Intel or its products or services. Intel shall make no claims that Clearwire Communications endorses Intel or its products or services.
18.	Notices All notices, consents, requests and demands to or upon the respective parties hereto must be in writing (including e-mail) and may be delivered to the parties at the below addresses (“Notice”). Such Notice will be effective upon receipt.
	For Intel Corporation:

Attn: Director of Trademarks and Brands
Intel Corporation
Mailstop RNB-4-151
2200 Mission College Blvd
Santa Clara, California 95054 U.S.A.
trademarks.and.brands@intel.com

For Clearwire Communications:

Clearwire Communications
4400 Carillon Point
Kirkland, WA 98033
Attn: General Counsel

19.	Order of Precedence
	The terms and conditions of this Trademark Agreement shall govern the parties’ respective rights, duties and obligations with respect to the content herein. In the event of a conflict or inconsistency between this Trademark Agreement and the Commercial Agreement, the terms of this Trademark Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

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20.

Entire Agreement

This Trademark Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the parties relating to this Trademark Agreement and all past courses of dealing or industry customs. This Trademark Agreement may not be modified except in writing signed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Trademark Agreement.

INTEL CORPORATION	CLEARWIRE COMMUNICATIONS LLC
Signature	Signature
Printed Name	Printed Name
Title	Title
Date	Date

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EXHIBIT A

LICENSED MARKS

Intel’s Licensed Marks: [*****]

Clearwire Communications’ Licensed Marks: [*****]

Co-branding Constructs required for use of other party’s Licensed Marks: [to be inserted, and this Trademark Agreement amended in writing accordingly, upon completion of the Co-branding Constructs on or before December 31, 2008.]

*** End of Appendix F***

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APPENDIX G TO MARKET DEVELOPMENT AGREEMENT

RFI/RFP Provisions

Suggested language to be inserted into Carrier’s RFP

Proposed Selection Criteria:

Clearwire Communications would evaluate the proposals in a number of critical areas, including but not limited to the following:

• Vendor’s participation in the Open Patent Alliance WiMAX patent pool as a licensor and a licensee

Proposed question to be included in RFP:

Clearwire Communications supports an environment in which a robust ecosystem can develop for the widespread implementation, adoption and use of WiMAX products. Towards this goal, Clearwire Communications supports initiatives seeking to foster licensing of intellectual property rights to enable the widespread adoption of WiMAX products. Clearwire Communications believes that the WiMAX patent pools formed or to be formed by the Open Patent Alliance, LLC (“OPA”) represent such an initiative and promote an intellectual property landscape with a fair, transparent, reasonable, non-discriminatory and proportional royalty structure for use of the WiMAX standard. Therefore:

• Would you be willing to join the OPA patent pool(s) as a pool licensor, which would require you to license all “Essential Patent Claims” on a non-exclusive basis through the patent pool(s)? As used herein, “Essential Patent Claims” means patent claims owned or controlled by a vendor and necessarily infringed by an implementation of at least one of the mandatory features of the main or optional profile(s) of the WiMAX Forum Mobile System Profile or Network Profile.

• In addition, would you be willing to join the OPA patent pool(s) as a licensee to the extent you make, sell, offer for sale or import any WiMAX products in any region in which the OPA has established a pool?

In considering your answer to the above questions, assume that the OPA licensing terms and conditions that apply to you as a licensor or licensee will be no less favorable than those that apply to other OPA licensors and licensees, as applicable, within the same regional patent pool.

***End of Appendix G***

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EX-10.28

Exhibit 10.28

EXECUTION COPY

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

Google Products and Services Agreement

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., 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”).

Table of Contents:
Master Agreement
Rider A – [*****]
Rider B – Desktop Device – Google Desktop Applications
Rider C – Desktop Portal and Phone Portal – Google Hosted Communications Services
Rider D — Desktop Device and Phone Device – Other Google Hosted Services
Rider E – Desktop Portal – Google Maps
Rider F – Desktop Portal — Google Gadgets
Rider G – Phone Portal and Phone Device – Search, Advertising and Google Phone Applications
Rider H – [*****]
Rider I – Network Provisions
Rider J – Development and Cooperation
Rider K – Privacy and Data Protection

Master Agreement

1. Defined Terms. The following capitalized terms shall have the meanings set forth below. Capitalized terms used but not defined in this Master Agreement shall have the meanings stated in the Riders.

1.1. “Beta Features” are those features of Google’s products or services which are identified by Google as beta or unsupported in Google’s then current technical documentation. Beta Features are provided “as is” and any use thereof shall be undertaken solely at Customer’s own risk. Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of any products or services at any time. Beta Features shall be designated as such and use of Beta Features by Customer shall be optional. Google shall not apply Beta status to any product or features after such product or features have been made commercially available on a non-Beta basis under this Agreement. Google acknowledges and agrees that each of the Hosted Communication Services (as defined herein) are not deemed to be Beta Features as a whole; provided, that certain optional elements of the Hosted Communication Services may be designated as Beta Features if Customer is otherwise able to offer the Hosted Communication Services minus such optional elements without causing a material degradation of the functionality of the Hosted Communication Services. Notwithstanding the above, Google shall not implement any Beta Features on the Hosted Communications Services without Customer’s written approval. Notwithstanding anything to the contrary, Google agrees to use commercially reasonable efforts to inform Customer prior to the removal of any Beta Features which Customer has implemented.

1.2. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

1.3. “Customer Content” means any editorial, text, graphic, audiovisual, and other content that is provided to Subscribers (or other end users of Customer’s services or applications) that is not provided by Google.

1.4. “Customer Network” means the high speed 4G wireless communications network that Customer plans to build in the Territory.

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1.5. “Device(s)” means a device used by a Subscriber to access the Customer Network. A Device is either a Desktop Experience Device or a Phone Device. (a) “Desktop Experience Device(s)” (or “Desktop Device(s)”) is not a Phone Device and means fixed and mobile computing devices (such as WiMAX enabled PCs, mobile internet devices, and UMPs) that have a browser or a form-factor that allows Google to deliver an uncompromised Google product, service and/or advertising experience such that Google chooses to deliver a Google product, service and/or advertising experience that is similar to those of desktop and laptop computers. (b) “Phone Experience Device(s)” (or “Phone Device(s)”) means devices that have a browser or a form-factor that constrains the display and/or input of information such that Google deems it necessary to deliver a Google interface, content, or application (native or network) that is similar to those delivered to phone devices with the intent of delivering a better experience. For the avoidance of doubt, Google may choose to create client-side applications (including versions of Google Phone Applications) for, and/or choose to deliver client-side applications (including Google Phone Applications) to, devices that have been classified as Desktop Experience Device(s); provided, however, that doing so will not allow Google to change the classification of a Device that has previously been classified as a “Desktop Experience Device” to a Device classified as a “Phone Experience Device” without Customer’s consent.

1.6. “Google Application(s)” means the machine-readable binary code versions of the applications defined as “Google Application(s)” hereunder which are provided to Customer in connection with this Agreement, and any modifications or updates thereto that Google may make available hereunder from time to time in its sole discretion.

1.7. “Google Protocol” means Google’s then current protocol for accessing and implementing the Google products or services provided hereunder.

1.8. “Google Service(s)” means the services defined as “Google Service(s)” hereunder which are provided in connection with this Agreement.

1.9. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1.10. “Portal(s)” means either the “Desktop Portal” (the Customer-hosted website that loads by default when the default browser of a Desktop Device is opened (together with any alternative default start page operated by or on behalf of Customer for access to the Internet by Subscribers)) or the “Phone Portal” (the Customer-hosted website that loads by default when the default browser of a Phone Device is opened (together with any alternative default start page operated by or on behalf of Customer for access to the Internet by Subscribers)).

1.11. “Subscriber(s)” means individual human end users of the Customer Network accessing the Customer Network or Google products or services (as provided under this Agreement) via a Device by non-automated means, but excluding any users that have only an indirect relationship with Customer where Customer is acting as a wholesaler, reseller, agency, MVNO enabler, or other intermediary with a third party network provider.

1.12. “Territory” means the United States.

1.13. “Technically Feasible” means that a particular implementation does not (a) violate Customer’s generally applicable acceptable use policies, (b) result in significant complexity for use by Subscribers, (c) contradict Customer’s publicly stated commitment to simplicity for Subscribers, (d) cause material degradation to the Customer Network (other than degradation caused by bandwidth usage in the normal usage of the applicable Google product or service), or (e) require unreasonable support of Subscribers by Customer.

2. Term, Termination, Existing Agreements.

2.1. Term. The term of this Agreement begins on the Effective Date and ends on the [*****] of the Effective Date (the “Term”), unless earlier terminated as provided herein.

2.2. Termination.

(a) General. Either party may suspend performance and/or terminate this Agreement, in whole or in part: (i) if the other party materially breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (ii) if the other party becomes insolvent or makes any assignment for the

Confidential

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benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or has a trustee, administrator or receiver appointed for its business or assets or any part thereof. Except as otherwise set forth in the Agreement, all Riders shall immediately terminate upon any termination of this Master Agreement, however termination of any Rider shall not impact any other Rider or this Master Agreement.

(b) Google Termination Rights. Google may terminate this Agreement, or the provision of any Google products and services hereunder, upon written notice: (i) immediately if Customer breaches Section 3.2 (Duty of Confidentiality) of the Master Agreement; (ii) if Customer breaches Section 4.3 (Brand Features; License Grant) of this Master Agreement and fails to cure such breach within [*****] business days of written notice; (iii) if Customer breaches the exclusivity provisions contained in the Riders and fails to cure such breach within [*****] business days of written notice; (iv) immediately if Customer is in material breach of the same provision of this Agreement more than [*****] times notwithstanding any cure of such breaches; (v) immediately if Google reasonably determines that it is commercially impractical to continue providing the Google products and services in light of a change in applicable laws and such change causes a material financial hardship to Google to continue providing the Google products and services, provided that Google may not use the termination rights in this clause unless Google no longer makes the relevant Google products and services available to similarly situated partners; or (vi) as otherwise provided in the Riders.

(c) Customer Termination Rights. Customer may terminate this Agreement, or the use of any Google products and services hereunder, upon written notice: (i) immediately if Google breaches Section 3.2 (Duty of Confidentiality) of the Master Agreement; (ii) if Google breaches Section 4.3 (Brand Features; License Grant) of this Master Agreement and fails to cure such breach within [*****] business days of written notice; (iii) immediately if Google is in material breach of the same provision of this Agreement more than [*****] times notwithstanding any cure of such breaches [*****]; or (iv) as otherwise provided in the Riders.

(d) Suspension and Termination in the Event of an Injunction. A party may suspend performance under this Agreement in whole or in part with immediate effect if, (i) as a result of a claim alleging facts that would constitute a breach of the other party’s representations and warranties made in Section 5 or (ii) due to the other party’s failure to comply with applicable laws, such party is obliged by final or temporary court order or magisterial decision to temporarily or permanently refrain from continuing to perform its obligations under this Agreement. The suspending party’s rights under clause (ii) of this provision shall become effective on the date of the court order or magisterial decision or on the date of the service of the order irrespective of the possibility of appeal. The suspending party shall use commercially reasonable efforts to notify other party of any suspension under this paragraph. If any suspension under this paragraph continues for more than ninety (90) days, either party may terminate this Agreement with immediate effect.

(e) [*****].

2.3. Rights upon Termination.

(a) Generally. Upon the expiration or termination of the Agreement for any reason: (i) all rights and licenses granted by each party to the other shall cease immediately, except for rights and licenses that survive pursuant to Section 6 of Rider C during the Wind-Down Period, (ii) each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party, provided however: (A) each party may retain Confidential Information of the other party for any period required by law or regulation and (B) each party is excused from returning or destroying Confidential Information if, after using commercially reasonable efforts, it is not be able to do so because such Confidential Information is not easily accessible or separable for return or deletion; provided that no right to the continued use of such Confidential Information shall be implied and (iii) each party’s rights to use the other party’s Brand Features, as permitted under the Agreement, shall cease immediately.

(b) Preloaded Google Application(s) Sell-Off Right. Notwithstanding the provisions of Section 2.3(a) above, for a period of [*****] following expiration or termination of this Agreement (“Sell-Off Period”), Customer shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Customer’s Device inventory (as permitted in Rider B and Rider G) as of the date of expiration or termination of this Agreement (“Inventory”), and Customer shall have the right to use the Google Brand Features in accordance with this Agreement in connection with such Inventory (“Sell-Off Right”). Notwithstanding anything to the contrary, the Sell-Off Right shall not apply in the event that this Agreement (or any right granted hereunder) is suspended or terminated by Google pursuant to Section 2.2(b) of this Master Agreement.

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2.4. Non-exclusive Remedy. Termination or expiration of this Agreement, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall either party be relieved of its obligation to pay all fees that are due and owing under this Agreement through the effective date of termination. Neither party shall be liable to the other for any damages resulting solely from termination as permitted herein.

2.5. Existing Agreements. The Google Services Agreement and Order Form between Google and Clearmedia, Inc. (with an effective date of January 1, 2008), Google Apps Partner Edition Agreement between Google and Clearwire US LLC (with an effective date of January 1, 2008), and the Google Services Agreement and Order Form between Google and Sprint/United Management Company (with an effective date of July 25, 2007) are, as of the Effective Date of this Agreement, hereby terminated and replaced by this Agreement. The Order Form (Google Maps for Enterprise Products and Services) and accompanying Google Maps for Enterprise Purchase Agreement between Clearwire Corporation and Google (with an effective date of March 27, 2007) is, as of the Effective Date of this Agreement, hereby terminated. The parties agree to execute (or obtain the cooperation of the relevant other parties to execute) any addition documentation necessary to formally effect the termination of these other agreements as contemplated by this paragraph. The parties agree to use commercially reasonable efforts to assist Clearwire US LLC, Sprint/United Management Company, and Customer in transitioning the end user accounts of the Google Hosted Communication Services under the prior agreements over to the Hosted Communication Services under this Agreement.

3. Confidentiality; PR.

3.1. Confidentiality. “Confidential Information” is information disclosed by one party (“disclosing party”) to the other party (“receiving party”) under this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. This Agreement imposes no obligation upon a receiving party with respect to Confidential Information that: (i) is known at the time of the disclosing party’s disclosure thereof to the receiving party; (ii) is, or becomes, publicly known, through no fault of the receiving party subsequent to the time of the disclosing party’s disclosure thereof to the receiving party; (iii) is developed by the receiving party independently of, and without use of, the Confidential Information; (iv) is rightfully obtained by the receiving party from third parties authorized to make such disclosure without restriction; (v) is identified in writing by the disclosing party as no longer proprietary or confidential; or (vi) is required to be disclosed by law, regulation, or court order after giving reasonable notice to the disclosing party.

3.2. Duty of Confidentiality. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party other than to the receiving party’s employees, agents, professional services advisors, and affiliates who need to know it and who have agreed in writing to keep it confidential. Those people and entities may use Confidential Information only to exercise rights and fulfill obligations under this Agreement. A receiving party will use the same degree of care, but no less than a reasonable degree of care, as the receiving party uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (a) any use of Confidential Information in violation of this Agreement and (b) communication of Confidential Information to any unauthorized third parties. Both parties shall also comply with Rider K (Privacy and Data Protection).

3.3. PR. Neither party will issue any public announcement regarding the existence or content of this Agreement without the other party’s prior written approval.

4. Ownership; License Grants.

4.1. Google Rights. As between Customer and Google, Google shall retain all right, title and interest, including without limitation all Intellectual Property Rights, relating to the Google products and services (and any derivative works or enhancements thereof developed by Google or on behalf of Google by a third party), including but not limited to, all software, technology, information, content, materials, guidelines, documentation, and the Google Applications, Google Services and the Google Protocol. Title, ownership rights, and Intellectual Property Rights in and to the content accessed through the Google products and services are the property of the applicable content owner and may be protected by applicable copyright or other law. Customer shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted herein are deemed withheld.

4.2. Customer Rights. As between Customer and Google, Customer shall retain all right, title and interest, including without limitation all Intellectual Property Rights, relating to the Customer Content, the Customer Network, the Portals and to any Site applications and features developed by Customer or on behalf of Customer by third parties, including but not limited to all software, technology, information, content, materials, guidelines, and documentation. Google shall not acquire

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any right, title or interest in or to such Customer Content, Customer Network, the Portals, any Sites or applications or features. Notwithstanding anything to the contrary in the Agreement, Customer and/or its licensors shall retain all right, title and interest, including without limitation all Intellectual Property Rights related to any and all enhancements, features, applications, add-ons, gadgets, and other developments which are developed by Customer and/or its licensors or contracted third party developers using the Hosted Services APIs; provided that this sentence shall not be interpreted to grant any rights to Customer in the Google products or services or the Hosted Services APIs. Any rights not expressly granted herein are deemed withheld.

4.3. Brand Features; License Grant.

(a) Brand Features. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Some, but not all examples of Google Brand Features are located at: http://www.google.com/permissions/trademarks.html (or such other URLs Google may provide from time to time). Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld. All use by Google of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. During the Term, no party shall challenge or assist others to challenge the Brand Features of the other party (except to protect such party’s rights with respect to its own Brand Features) or the registration thereof by the other party, nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party.

(b) License to Google Brand Features. Subject to the terms and conditions of this Agreement and Google’s prior written approval, Google grants to Customer a limited, nonexclusive and nonsublicensable license during the Term to display those Google Brand Features (i) expressly authorized for use in this Agreement solely for the purposes expressly set forth herein or (ii) as otherwise approved by Google. Notwithstanding anything to the contrary, Google may reasonably revoke the license granted herein to use Google’s Brand Features upon providing Customer with written notice thereof and a reasonable period of time to cease such usage. Furthermore, in its use of any Google Brand Feature, Customer agrees to adhere to Google’s then current Brand Feature use guidelines, which may be found at the following URL: http://www.google.com/permissions/guidelines.html and Google Mobile Branding Guidelines at http://www.google.com/wssynd/mobile_guidelines.html (or such other URLs Google may provide from time to time).

(c) License to Customer Brand Features. Subject to the terms and conditions of this Agreement, Customer grants to Google a limited, nonexclusive and nonsublicensable license during the Term to display those Customer Brand Features (i) expressly authorized for use in this Agreement solely for the purposes expressly set forth herein or (ii) or as otherwise approved by Customer. Furthermore, in its use of any Customer Brand Feature, Google agrees to adhere to Customer’s then current Brand Feature use guidelines, if Google is notified of the existence of such Brand Feature use guidelines in writing. Notwithstanding anything to the contrary, in the event Google materially fails to comply with Customer’s Brand Feature use guidelines and Google fails to correct such improper usage within three (3) days after Customer provides written notice of the improper usage, Customer may revoke the license granted herein to use Customer’s Brand Features upon providing Google with written notice thereof.

5. Representations, Warranties and Disclaimer. Each party represents and warrants that it has full power and authority to enter into the Agreement and that the execution and delivery of this Agreement, and the performance of its obligations hereunder, shall not constitute a breach or default of or otherwise violate any agreement to which either party is a party on the Effective Date. Except for the covenants in any of the applicable Riders, Google does not warrant that the Google products and services shall meet all of Customer’s requirements or that performance of the Google products and services shall be uninterrupted, virus-free, secure or error-free. Except as expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

6. Indemnification.

6.1. Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnitee based upon or otherwise arising out of [*****]. (b) Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section to the extent arising from: [*****]. (c) To the extent that Google reasonably believes that any of the Google Applications and Google Services infringe the Intellectual Property

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Rights of any third party, Google will use commercially reasonable efforts to (i) replace the Google Applications and Google Services with substantially equivalent services; (ii) modify the Google Applications and Google Services so that they become non-infringing; or (iii) obtain all necessary licenses to permit Customer to continue using the Google Applications and Google Services as contemplated hereunder at no additional cost to Customer. If Google can not accomplish the foregoing after using commercially reasonable efforts, Google reserves the right to terminate, upon written notice to Customer, Customer’s continued use of any Google Applications and Google Services which are alleged or reasonably believed by Google to infringe but only to the extent necessary to avoid any applicable infringement. [*****].

6.2. Customer Indemnity. (a) Customer will indemnify, defend and hold harmless, Google and its respective directors, officers, agents, employees (collectively, “Google Indemnitees”) from any third party lawsuit or proceeding brought against a Google Indemnitee based upon or otherwise arising out of [*****]. (b) Notwithstanding the foregoing, in no event shall Customer have any obligations or liability under this Section to the extent arising from: [*****]. (c) To the extent that Customer reasonably believes that any of the Sites or Portals infringe the Intellectual Property Rights of any third party, Customer shall use commercially reasonable efforts to (i) modify the Sites and Portals so that they become non-infringing or (ii) obtain all necessary licenses to permit Customer to continue using the Google products and services as contemplated hereunder at no additional cost to Google. If Customer can not accomplish the foregoing after using commercially reasonable efforts, nothing in this Agreement shall be interpreted to prevent Customer from suspending or ceasing to provide the Sites or Portals or a portion of the Sites or Portals to Subscribers as necessary to mitigate such infringement (which would have a secondary effect on the provision of Google products and services). Notwithstanding anything to the contrary, any such suspension or cessation shall not be deemed a breach of any provision of this Agreement. For avoidance of doubt, the previous two sentences shall not be interpreted to modify or narrow the Customer’s exclusivity obligations in the Riders.

6.3. General. (a) Indemnification provided under Sections 6.1 and 6.2 shall be limited to (i) payment by the indemnifying party (“Indemnitor”) of all damages and costs finally awarded for such claim, (ii) all interim damages and costs that a court may require Indemnitee to pay for such claim, (iii) settlement costs approved in writing by the Indemnitor, and (iv) costs incurred by the Indemnitor (including attorney fees) in the defense of the claim. (b) The foregoing obligations shall exist only to the extent not prejudiced by any failure of the party seeking indemnification (“Indemnitee”) to: (i) promptly notify the Indemnitor of such claim, (ii) provide the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give the Indemnitor full control and sole authority over the defense and settlement of such claim; provided, however, that Indemnitor may not settle any claim to the extent there is any acknowledgement of fault of Indemnitee without Indemnitee’s written consent, such written consent not to be unreasonably withheld or delayed. (c) As part of providing the reasonable information, assistance and cooperation described in (ii), the Indemnitee shall not be required to incur costs to an outside vendor, unless the Indemnitor agrees to reimburse Indemnitee for such costs. The Indemnitee may join in defense with counsel of its choice at its own expense. The Indemnitor shall only reimburse the Indemnitee for expenses incurred by the Indemnitee with the Indemnitor’s prior written approval. Notwithstanding the foregoing, if the Indemnitor declines to assume full control over the defense and settlement of such claim, then Indemnitor shall also be responsible for reasonable attorney fees incurred by the Indemnitee in the defense and settlement of the claim. SECTION 6 STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH ABOVE.

7. Limitation of Liability.

7.1. Limitation. SUBJECT TO SECTION 7.2, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SUBJECT TO SECTION 7.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH THAT PARTY’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED [*****].

7.2. Exclusions from Limitations. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability for: (a) breaches of the exclusivity obligations contained in Section 16 of Rider A, Section 5.3 of Rider C, Section 3 of Rider D, Section 3 of Rider E, and Section 6.1 of Rider G, provided that in no event will Customer’s liability for breaches of these exclusivity obligations collectively exceed [*****]; (b)

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breaches of any confidentiality obligations contained in this Agreement; (c) infringement or misappropriation of the other party’s Intellectual Property Rights; (d) Customer’s breach of Section 3.5 (Subscriber License Agreement) of Rider C or Section 4.5(d) of Rider G); and (e) any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder; provided, however, [*****]; provided further, [*****].

7.3. Allocation of Risk. The parties agree that the mutual agreements made in this Section 7 reflect a reasonable allocation of risk, and that each party would not enter into the Agreement without these limitations on liability.

8. Taxes and Other Charges. All payments under the Agreement are exclusive of taxes imposed by any governmental entity. Each party shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under the Agreement, including penalties and interest, but specifically excluding taxes based upon the other party’s net income. When either party has the legal obligation to collect any applicable taxes, the appropriate amount shall be invoiced to and paid by the other party “net thirty (30) days” from the date of invoice or other notification. Each party shall promptly provide the other party with such documentation as may be required by the applicable governmental entity in order for the other party to process payments hereunder (including, without limitation, a valid certificate of Customer’s or Google’s (as applicable) exemption from obligation to pay taxes as authorized by the appropriate governmental entity), and either party may withhold any payments required to be made hereunder until the other party has provided such documentation. Each party shall promptly provide the other party with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time such payments are made by Customer or Google, as applicable, pursuant to the Agreement. [*****].

9. Miscellaneous.

9.1. Compliance with Laws. Each party shall comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement.

9.2. Notices. All notices shall be in English and in writing and (a) if sent to Customer to the address of Customer’s corporate headquarters and (b) if sent to Google at 1600 Amphitheatre Parkway, Mountain View, CA 94043 or as otherwise provided in writing for such notice purposes; provided, however, that all invoices and payments shall be sent to the attention of Google Finance, all legal notices shall be sent to the attention of the Google Legal Department, and all other correspondence shall be sent to the attention of the account manager specified by Google. Notice shall be deemed given (i) upon receipt when delivered personally, or (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail.

9.3. Assignment.

     (a) Generally. Neither party shall assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part. Any attempted assignment, delegation or transfer in derogation hereof shall be null and void. For purposes of this sentence, an assignment shall be deemed to include, without limitation, any transaction or series of transactions in which another party or parties acquire the direct or indirect power to direct the management and policies of a party or its assets, whether by way of merger, consolidation, change of control, sale of all or substantially all of a party’s securities or assets, contract, management agreement or otherwise.

     (b) Google Permitted Assignment. Notwithstanding Section 9.3(a), Google may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the consent of Customer, to a subsidiary of Google. Following an assignment by Google to a subsidiary of Google, Google shall not be relieved of and shall continue to be liable for all the obligations applicable to it hereunder, unless Customer provides written approval for the release of Google’s obligations, such approval not to be unreasonably withheld; provided, that the only basis for Customer to withhold such written approval shall be Customer’s reasonable belief that the subsidiary of Google is not sufficiently capitalized or does not have sufficient operational resources to fulfill the financial, indemnification, and other obligations under this Agreement.

     (c) Customer Permitted Assignment. Notwithstanding Section 9.3(a), Customer may assign this Agreement (in whole, but not in part) as part of a change of control (including by way of merger, reverse-triangular merger, consolidation, sale of stock, or sale of all or substantially all of its assets) without the consent of Google; provided, the assignee must deliver to Google a written instrument agreeing to be bound by all of the terms and conditions applicable to Customer; provided further, that if (i) the change of control involves a competitor of Google (as

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reasonably determined by Google), (ii) Google has a reasonable belief that the assignee is not sufficiently capitalized, or (iii) Google has a reasonable belief that the assignee does not have sufficient operational resources to fulfill the financial, indemnification, and other obligations under this Agreement, then Google may elect to terminate this Agreement without recourse or liability therefor.

9.4. Consultations. Before a party initiates legal action against the other arising from the Agreement (except to seek injunctive or equitable relief or to otherwise protect its Intellectual Property Rights), the matter in controversy shall first be referred to an officer of each party, who shall make good faith and reasonable efforts to resolve the matter.

9.5. Governing Law. The laws of New York, excluding New York’s choice of law rules, and applicable federal U.S. laws shall govern the Agreement. Each party agrees to submit to the personal and exclusive jurisdiction of the state and federal courts located in the Southern District of New York. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

9.6. Equitable Relief. Either party may seek equitable relief, including temporary restraining orders or injunctions, in addition to all other remedies, available at law or under this Agreement.

9.7. Entire Agreement. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. This Master Agreement and the Riders (and exhibits thereto), and any terms located at URLs referenced pursuant to the Agreement (which are all incorporated herein by reference), constitute the entire agreement with respect to the subject matter hereof, and any terms contained in any related purchase order(s) or other documents pertaining to the subject matter of the Agreement shall be null and void. In the event of conflict between the terms of this Agreement and the terms contained in any URLs referenced in this Agreement, this Agreement shall govern with respect to such conflict. In the event of conflict between the terms of this Master Agreement and the terms of the Riders, the Riders shall govern with respect to such conflict.

9.8. Amendments. Any amendments or modifications to the Agreement must be in writing, refer to the Agreement,; and be executed by an authorized representative of each party.

9.9. No Waiver. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

9.10. Severability. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions shall remain in full force and effect.

9.11. Survival. The following sections of this Master Agreement and the Riders shall survive any expiration or termination of this Agreement: Master Agreement – Sections 2.3, 2.4, 3, 4.1, 4.2, 4.3(a), 5 through 9; Rider B – Sections 3.2, Rider C – Section 6 (but only for the period described therein); Rider G – Section 4.2, and Rider K (to the extent described in Section 6 therein).

9.12. Independent Contractors. The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party.

9.13. No Third Party Beneficiaries or Obligors. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement is not intended to create any obligations on any third party, including, without limitation, (i) any third party for whom Customer is acting as a wholesaler, reseller, agency, MVNO enabler, or other intermediary with a third party network provider or (ii) any Customer equityholder or investor.

9.14. Force Majeure; Transmissions. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, power failures, and Internet disturbances; provided that such excusal from performance shall last only so long as such condition exists or so long as the excused party has had a reasonable opportunity to mitigate and/or eliminate the effect of such condition, whichever period is shorter. Except for the Hosted Communication Services or as otherwise provided in the Riders, Google shall not be responsible for receiving data, queries or requests directly from Subscribers or any other third party, for transmission of

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data between Customer’s (or any Subscriber’s) and Google’s network interface, or for displaying any applicable Results Set(s) to Subscribers.

9.15. Successors; Counterparts; Drafting; General. The Agreement (a) shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns; (b) may be executed in counterparts, including facsimile counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument; and (c) shall be construed as if both parties jointly wrote it.

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CLEARWIRE COMMUNICATIONS LLC		GOOGLE INC.
By:	/s/ Hope Cochran	By:	/s/ Jeff Shardell
Name: Hope Cochran		Name: Jeff Shardell
Title: Senior Vice President, Finance and Treasurer		Title: Director, Websearch & Syndication
Date: November 28, 2008		Date: November 19, 2008

[Signature page to the Google Products and Services Agreement]

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Rider A

[*****]

GENERAL For the purposes of this Rider:

1.1. “Above-the-fold” means that portion of an Internet browser that is visible to any Subscriber at a minimum resolution of 800 by 600 pixels without scrolling within the applicable Web page, as viewed through an Internet browser application considered among the top two (2) most widely used from time to time.

1.2. “Ads” or “Advertising Results” means advertisements served by Google hereunder.

1.3. “Client ID” means a unique alphanumeric code provided to and used by Customer as specified by Google for purposes of identifying each query or request. Google may assign and modify the number of Client IDs for each Google Service provided under this Rider from time to time. Customer shall use Client IDs as instructed by Google, and shall provide such information to Google as Google may reasonably request with respect to the use and application of any Client IDs.

1.4. “Customer Desktop Application” means any application, widget, plug-in, helper, component or other executable code that runs on user’s Desktop Device; examples of Customer Desktop Applications include those that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services.

1.5. “Customer’s Technical Contact” means the technical employee of Customer designated by Customer

1.6. “Destination Page” means any Web page which may be accessed by clicking on any portion of an Advertising Result and/or Search Result.

1.7. “Maps Terms of Use” means the Terms of Service for Google Maps as updated by Google from time to time, the current version of which is located at http://www.google.com/intl/en_us/help/terms_maps.html.

1.8. “Results Page” means a Web page on which Google search and/or advertising results provided under this Rider are displayed.

1.9. “Search Results” means the search results provided by Google through any search Service ordered by Customer, if any, under this Rider.

1.10. “Site(s)” means the “WebSearch Site(s),” “Local Search Site(s)”, “AFS Site(s),” “AdSense for Local Search Site(s),” and “AFC Site(s)” collectively, which are those Web sites located at the URLs identified as such on the Cover Page(s) of this Rider, as the same may be amended from time to time as permitted herein. The list of Site(s) may be updated from time to time subject to Google’s prior written consent.

1.11. “Valid IP Addresses” means those Internet protocol addresses provided by Customer and approved by Google prior to implementation of the applicable Services. The list of Valid IP Addresses may be modified by Customer upon forty-eight (48) hours notice to Google via the online Google Administration Console located at http://console.google.com, or such other URL as may be updated by Google from time to time.

WEBSEARCH

1.12. “WebSearch Box” means a search box into which Subscribers may enter queries to search the Web. WebSearch Boxes must be approved by Google and located on a WebSearch Site or a Customer Desktop Application that is approved by Google to access the WebSearch Service.

1.13. “WebSearch Query” means a query sent to Google by Customer to be processed by Google’s WebSearch Service.

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1.14. “WebSearch Protocol” means the protocol provided by Google for accessing the WebSearch Services, as such protocol may be updated by Google from time to time.

1.15. “WebSearch Results” means WebSearch search results provided by Google through its WebSearch Service.

1.16. “WebSearch Results Set” means the set of WebSearch Results (not to exceed ten (10) individual results) transmitted by Google to Customer in response to a WebSearch Query.

1.17. “WebSearch Service” means the Google Service known as Google’s WebSearch Service.

LOCAL SEARCH

1.18. “Local Content” means content provided by Google to Customer as part of the Local Search Services, which Google either owns, controls or otherwise has the right to license. Google may update the Local Content from time to time in its sole discretion.

1.19. “Local Search Box” means a search box into which Subscribers may enter Local Search Queries. Local Search Boxes must be approved by Google and located on a Local Search Site or a Customer Desktop Application that is approved by Google to access the Local Search Service.

1.20. “Local Search Query” means a query sent to Google by Customer to be processed by Google’s Local Search Services.

1.21. “Local Search Protocol” means the protocol provided by Google for accessing the Local Search Services, as such protocol may be updated by Google from time to time.

1.22. “Local Search Results” means the results of any Local Search Query processed by Google through its Local Search Services which may include local search results and, if available, instruction data to enable Customer to construct a map displaying the location of the business(es) and/or point(s) of interest to which a Local Search Query relates.

1.23. “Local Search Results Set” means the set of Local Search Results (which may include up to ten (10) individual results) transmitted by Google to Customer in response to a Local Search Query.

1.24. “Local Search Service” means the Google Service known as Google’s local search Service, which provides geographically-based online search and mapping functionalities.

ADSENSE FOR SEARCH

1.25. “AFS Ads” means the advertisements provided by Google to Customer under this Agreement through Google’s AFS Service.

1.26. [*****].

1.27. “AFS Percentage” means the percentage set forth under the title “Customer’s AFS Revenue Share Percentage” in the AdSense for Search Table on the Cover Page(s) of this Rider.

1.28. “AFS Protocol” means the protocol provided by Google for accessing the AFS Services, as such protocol may be updated by Google from time to time.

1.29. “AFS Query” means a query sent to Google by Customer to be processed by Google’s AFS Service.

1.30. “AFS Results Set” means the set of AFS Ads transmitted by Google to Customer in response to an AFS Query.

1.31. “AFS Revenues” for any period during the Term means ad revenues that are recognized by Google in such period and attributed to AFS Ads displayed on the AFS Site in such period in accordance with the requirements of this Agreement.

1.32. “AFS Service” means the Google Service known as Google’s AdSense for Search Service.

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1.33. “Net AFS Revenues” for any period means AFS Revenues for such period MINUS the AFS Deduction for such period.

ADSENSE FOR LOCAL SEARCH

1.34. “AdSense for Local Search Ads” means the advertisements provided by Google to Customer under this Agreement through Google’s AdSense for Local Search Service.

1.35. [*****].

1.36. “AdSense for Local Search Percentage” means the percentage set forth under the title “Customer’s AdSense for Local Search Revenue Share Percentage” in the AdSense for Local Search Table on the Cover Page(s) of this Rider.

1.37. “AdSense for Local Search Protocol” means the protocol provided by Google for accessing the AdSense for Local Search Services, as such protocol may be updated by Google from time to time.

1.38. “AdSense for Local Search Query” means a query sent to Google by Customer to be processed by Google’s AdSense for Local Search Service.

1.39. “AdSense for Local Search Results Set” means the set of AdSense for Local Search Ads transmitted by Google to Customer in response to an AdSense for Local Search Query.

1.40. “AdSense for Local Search Revenues” for any period during the Term means ad revenues that are recognized by Google in such period and attributed to AdSense for Local Search Ads displayed on the AdSense for Local Search Site in such period in accordance with the requirements of this Agreement.

1.41. “AdSense for Local Search Service” means the Google Service known as Google’s AdSense for Local Search Service.

1.42. “Net AdSense for Local Search Revenues” for any period means AdSense for Local Search Revenues for such period MINUS the AdSense for Local Search Deduction for such period.

ADSENSE FOR CONTENT

1.43. “AFC Ads” means the advertisements provided by Google to Customer under this Agreement through Google’s AFC Service.

1.44. [*****].

1.45. “AFC Percentage” means the percentage set forth under the title “Customer’s AFC Revenue Share Percentage” in the AdSense for Content Table on the Cover Page(s) of this Rider.

1.46. “AFC Protocol” means the protocol provided by Google for accessing the AFC Services, as such protocol may be updated by Google from time to time.

1.47. “AFC Request” means a request for AFC Ads in connection with a pageview of a page on which AFC Ads are to be displayed.

1.48. “AFC Results Set” means the set of AFC Ads transmitted by Google in response to an AFC Request.

1.49. “AFC Revenues” for any period during the Term means ad revenues that are recognized by Google in such period and attributed to AFC Ads displayed on the AFC Site in such period in accordance with the requirements of this Agreement.

1.50. “AFC Service” means Google’s AdSense for Content Service.

1.51. “Link Units” means link units provided by Google to Customer through Google’s AFC Service.

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1.52. “Net AFC Revenues” for any period means AFC Revenues for such period MINUS the AFC Deduction for such period..

2. Customer Obligations.

2.1. Prohibited Actions. Customer shall not, and shall not allow any third party to:

(a) edit, modify, truncate, filter or change the order of the information contained in any Search Results and/or Advertising Results (either individually or collectively), including, without limitation, by way of commingling Search Results and/or Advertising Results with non-Google provided search results or advertising except as permitted in this Rider;

(b) frame any Results Page or Destination Page;

(c) redirect a Subscriber away from the Destination Page, provide a version of the Destination Page different from the page a Subscriber would access by going directly to the Destination Page, intersperse any content between an Advertising Result or Search Result and the corresponding Destination Page or implement any click tracking or other monitoring of Advertising Results or Search Results;

(d) display any Search Results and/or Advertising Results in pop-up, pop-under, exit windows, expanding buttons, or animation;

(e) knowingly display any Search Results and/or Advertising Results to any third parties other than Subscribers of the services provided in this Rider;

(f) knowingly minimize, remove or otherwise inhibit the full and complete display of any Results Page (including any Search Results and/or Advertising Results), and the corresponding Destination Pages;

(g) [intentionally left blank]

(h) knowingly access, launch and/or activate the Google services through or from, or otherwise incorporate the Google services in, any software application, Web site or other means other than the Site(s), and then only to the extent expressly permitted herein;

(i) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Google services or access thereto (including, but not limited to Search Results and/or Advertising Results, or any part, copy or derivative thereof), except as permitted by this Rider;

(j) enter into any arrangement or agreement under which any third party pays Customer fees, Customer pays any third party fees, or either shares in any revenue payments and/or royalties for any Search Results and/or Advertising Results;

(k) knowingly (whether directly or indirectly) generate queries, or impressions of or clicks on Search or Advertising Results, through any automated, deceptive, fraudulent or other unnatural means (including, but not limited to, click spam, robots, macro programs, and Internet agents);

(l) knowingly encourage or require Subscriber or any other persons, either with or without their knowledge, to click on Advertising Results through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent (each of the foregoing in subsections (k) and (l) a “Fraudulent Act”);

(m) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Google services, the Google Protocol, content, data, routines, algorithms, software, materials, and documentation that Google provides to Customer in connection with the Google services;

(n) remove, deface, obscure, or alter Google’s copyright notice, trademarks or other proprietary rights notices on any of the Sites or any attribution affixed to or provided as a part of any Google services, the Google Protocol, or any other Google technology, software, materials and documentation; or

(o) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from the Google services (including, but not limited to, Search Results, Advertising Results, Local Content, or any part, copy or derivative thereof).

Further, except for specific portions of the Site(s) over which Customer does not exert editorial control, no Site or approved Customer Desktop Application shall contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws or any other applicable laws. Notwithstanding the foregoing, the restrictions in the previous sentence do not apply to third party Web sites or content to which the Sites or approved Customer Desktop Applications link or any other content, information or data provided by Google, Subscribers or other third parties. Notwithstanding the above, if Google reasonably believes that that specific portions of the Site(s) or approved Customer Desktop Application(s) contain the improper matter (whether Customer exerts editorial control or not) as identified in this paragraph or links to a substantial amount of improper matter of the nature identified in this paragraph, then Google may notify Customer (with reasonable specificity of the problematic portions of the Site(s) or Customer Desktop Application(s)) and Customer agrees to use commercially reasonable efforts to either (i)

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promptly remove the Google services from those specific portions of the Site(s) or Customer Desktop Application(s) after receiving such notice or (ii) remove the improper matter or links to improper matter from those specific portions of the Site(s) or Customer Desktop Application(s) after receiving such notice.

Customer agrees not to knowingly produce or distribute any software, or permit any of its software to be distributed with software, that prevents the display of ads provided by Google (such as by way of blocking or replacing ads); provided that Customer may offer advertising and pop-up blocking software to Subscribers; provided, that if any such software functions to block ads served by Google, then upon notice from Google, Customer agrees to use commercially reasonable efforts to promptly remove or modify such software such that it does not block Google served ads.

2.2. Implementation. Customer shall use commercially reasonable efforts to ensure that there is no use of or access to any Google Services provided under this Rider through Customer’s properties which are not in compliance with the terms of the Agreement or not otherwise approved by Google, and Customer shall use commercially reasonable efforts to monitor and disable any such access or use by unauthorized parties (including, but not limited to, spammers or any third party sites). Furthermore, prior to Customer’s initial launch of the Google Services on each Site, Google shall have the right to review and approve the means used by Customer to deploy the Google Services on each Site with such approval not to be unreasonably withheld or delayed. Following the initial launch of the Google Services on each Site, to the extent that Customer substantially changes the way in which the Google Services are rendered or displayed on the Site, Google (i) may review and approve such changes with such approval not to be unreasonably withheld or delayed and (ii) may (in the event Google disapproves of such changes) upon (48) forty-eight hours written notice to Customer, suspend any continued use of the applicable Google Services until such time as Customer implements adequate corrective modifications as reasonably required and determined by Google. Google may send a reasonable number of uncompensated test queries to the Site(s) or Customer Desktop Application(s) at any time to verify Customer’s compliance with the requirements of this Agreement.

2.3. Google Restrictions. Google agrees that the Google Services provided under this Rider shall not (a) facilitate or promote illegal activity or contain content that is illegal, (b) contain content, material, or information that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability, or (c) contain sexually suggestive or explicit content (collectively, the “Content Standards”). Notwithstanding the foregoing, the Content Standards do not apply to Search Results, Advertising Results, Local Content, third party Web sites or content to which such Search Results, Advertising Results or Local Content may link, or any other content, information, or data provided by Customer, Subscribers, or other third parties.

2.4. Additional Restrictions. Each party also agrees that it shall use commercially reasonable efforts so as to not introduce into the other party’s hardware, software, or network any software virus, worm, “back door,” “Trojan Horse,” or similar harmful code. For avoidance of doubt, the parties acknowledge and agree that this paragraph does not impose on either party the obligation to control the activities of Subscribers or other third parties.

3. WebSearch Services.

3.1. Scope of WebSearch Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with WebSearch Results through its WebSearch Service for display on the WebSearch Sites as permitted herein. Customer agrees to implement the WebSearch Service as provided herein on the WebSearch Sites upon launch of the Desktop Portal, and to maintain such implementation thereafter during the Term. Customer agrees to implement the WebSearch Service on any WebSearch Site added thereafter to the extent permitted herein. Customer may elect to implement the WebSearch Service as provided herein on Customer Desktop Applications that are approved by Google to access the WebSearch Service, and Customer agrees to maintain such implementation thereafter during the Term.

3.2. Implementation of WebSearch Services. Unless otherwise agreed to by Google in writing, Customer shall implement the WebSearch Services in a manner that: (a) conforms to the WebSearch Specifications set forth in the Cover Page(s) of this Rider, if any; (b) conforms to Google’s brand treatment guidelines for WebSearch as updated by Google from time to time, the current version of which is located at http://www.google.com/wssynd/02brand.html; (c) conforms to the screenshots and specifications to be mutually agreed upon by the parties; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time, including those instructions contained in the documentation setting forth the WebSearch Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:

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3.2.1. Search Boxes and Queries. Customer shall implement on each WebSearch Site a WebSearch Box for Subscribers to enter WebSearch Queries. Customer may implement on approved Customer Desktop Applications a WebSearch Box for Subscribers to enter WebSearch Queries. WebSearch Boxes may only be located on a WebSearch Site and approved Customer Desktop Applications, and on no other Web site, application or other property. The format and location of each WebSearch Box on each WebSearch Site and approved Customer Desktop Application is subject to the written consent of Google, such consent not to be unreasonably withheld, conditioned or delayed. Unless (and then only to the extent) otherwise approved by Google in writing, Customer understands and agrees that: (a) queries sent to Google for processing under its WebSearch Service may be initiated only by Subscribers entering text into WebSearch Boxes on the WebSearch Site and approved Customer Desktop Applications as provided herein; and (b) Customer shall send any and all queries generated on the WebSearch Sites and approved Customer Desktop Applications as provided in subsection (a) above to Google for processing under its WebSearch Services in accordance with the requirements provided by Google, without editing, filtering, truncating, appending terms to or otherwise modifying such WebSearch Queries, either individually or in the aggregate. Notwithstanding anything to the contrary, Google shall have no obligation to process WebSearch Queries that are not sent in compliance with the requirements of this Agreement.

3.2.2. Operation of WebSearch Services. Customer shall ensure that each WebSearch Query shall (a) be from a list of Valid IP Addresses approved by Google for the WebSearch Services; (b) contain a Client ID approved by Google for the WebSearch Services; and (c) include Subscriber IP address and user agent information. Upon Google’s receipt of a WebSearch Query, Google shall transmit a WebSearch Results Set, to the extent available, via Google’s network interface in accordance with the WebSearch Protocol. Customer shall then display, in each instance, the entire WebSearch Results Set that corresponds to such WebSearch Query on the applicable WebSearch Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such WebSearch Results Set.

3.2.3. Labeling, Branding and Attribution. Each WebSearch Box located on a WebSearch Site and each Results Page containing a WebSearch Results Set shall conspicuously display a graphic module, in the form as provided by Google from time to time, that unambiguously indicates that the WebSearch Results Sets are provided by Google. Customer agrees that it shall not place anything on the Site that in any way implies that information other than the WebSearch Results Sets are provided by Google, unless otherwise expressly provided herein. The Google graphic module shall be, at minimum, 75 x 32 pixels in size and shall be located Above-the-fold, unless otherwise directed by Google.

3.3. License to WebSearch Protocol. Google grants to Customer a limited, nonexclusive and non-sublicensable license during the Term to use the WebSearch Protocol solely for the purpose of transmitting WebSearch Queries and other required information and receiving WebSearch Results Sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are reserved to Google.

4. Local Services.

4.1. Scope of Local Search Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with Local Search Results through its Local Search Services for display on the Local Search Sites as permitted herein. Customer agrees to implement the Local Search Services as provided herein on the Local Search Sites upon launch of the Desktop Portal, and to maintain such implementation thereafter during the Term. Customer agrees to implement the Local Search Services on any Local Search Site added thereafter to the extent permitted herein. Customer may elect to implement the Local Search Service as provided herein on Customer Desktop Applications that are approved by Google to access the Local Search Service, and Customer agrees to maintain such implementation thereafter during the Term.

4.2. Implementation of Local Search Services. Unless otherwise agreed to by Google in writing, Customer shall implement the Local Search Services in a manner that: (a) conforms to the Local Search Specifications set forth in the Cover Page(s) of this Rider, if any; (b) conforms to Google’s brand treatment guidelines for Local Search as updated by Google from time to time, the current version of which is located at http://www.google.com/wssynd/local_guidelines.html; (c) conforms to the screenshots and specifications to be mutually agreed upon by the parties; (d) conforms with the Maps Terms of Use; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time. Without limiting the foregoing, Customer acknowledges and agrees to the following:

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4.2.1. Search Boxes and Queries. Customer shall implement on each Local Search Site a Local Search Box for Subscribers to enter Local Search Queries. Customer may implement on approved Customer Desktop Applications a Local Search Box for Subscribers to enter Local Search Queries. Local Search Boxes may only be located on a Local Search Site and approved Customer Desktop Applications, and on no other Web site, application or other property. The format and location of each Local Search Box on each Local Search Site and approved Customer Desktop Applications is subject to the written consent of Google. Unless (and then only to the extent) otherwise approved by Google in writing, Customer understands and agrees that: (a) queries sent to Google for processing under its Local Search Services may be initiated only by Subscribers entering text into Local Search Boxes on the Local Search Site and approved Customer Desktop Applications as provided herein; and (b) Customer shall send any and all queries generated on the Local Search Sites and approved Customer Desktop Applications as provided in subsection (a) above to Google for processing under its Local Search Services in accordance with the requirements provided by Google, without editing, filtering, truncating, appending terms to or otherwise modifying such Local Search Queries, either individually or in the aggregate. Notwithstanding the foregoing, Google (at its discretion) may permit Customer to append location based data to Local Search Queries, in which case Google may use such location based data in processing such Local Search Results. Notwithstanding anything to the contrary, Google shall have no obligation to process Local Search Queries that are not sent in compliance with the requirements of this Agreement.

4.2.2. Operation of Local Search Services. Customer shall ensure that each Local Search Query shall (a) be from a list of Valid IP Addresses approved by Google for the Local Search Services; (b) contain a Client ID approved by Google for the Local Search Services; (c) include Subscriber IP address and user agent information; and (d) include geographic data as provided by the Subscriber in the Local Search Boxes. Upon Google’s receipt of a Local Search Query, Google shall transmit a Local Search Results Set, to the extent available, via Google’s network interface in accordance with the Local Search Protocol. Customer shall then display, in each instance, the entire Local Search Results Set that corresponds to such Local Search Query on the applicable Local Search Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such Local Search Results Set.

4.3. Labeling, Branding and Attribution. Each Local Search Box located on a Local Search Site and each Results Page containing a Local Search Results Set shall conspicuously display a graphic module, in the form as provided by Google from time to time, that unambiguously indicates that the Local Search Results Sets are provided by Google. Customer agrees that it shall not place anything on the Local Search Site that in any way implies that information other than the Local Search Results Sets are provided by Google, unless otherwise expressly provided herein. The Google graphic module shall be, at minimum, 75 x 32 pixels in size and shall be located Above-the-fold, unless otherwise directed by Google.

4.3.1. Intellectual Property Notices. Customer shall display on each Results Page containing a Local Search Results Set: (a) the intellectual property notices (e.g., copyright notices), legends or other proprietary notices as instructed by Google, and (b) a hyperlink from the mapping functionality of the Local Search Services to Maps Terms of Use (which include additional intellectual property notices required to be displayed) as further described in Section 4.3 herein.

4.3.2. Terms of Service. Customer shall ensure that each Subscriber’s use of the Local Search Results is subject to Google’s Subscriber terms of service by displaying on each Results Page containing a Local Search Results Set a hyperlink, in the manner specified by Google to the Maps Terms of Use. In addition, Customer agrees to provide each Subscriber with any instruction, warning, disclaimer, and/or safety information that may be required by Google and/or its licensors and suppliers from time to time.

4.3.3. Legal Notices. Any link or notices appearing on or in any Local Search Result shall be maintained and shall not be removed, modified, obscured, or altered. Customer acknowledges and agrees that the Maps Terms of Use (a) supplement the terms and conditions of this Agreement, and are binding on Customer, and (b) shall be set forth in or incorporated by a notice, link, or similar reference in any Subscriber license agreement and/or terms of service applicable to Subscribers of the Local Search Site.

4.4. License to Local Search Protocol. Google grants to Customer a limited, nonexclusive, non-transferable and non-sublicensable license during the Term to use the Local Search Protocol solely for the purpose of transmitting Local Search Queries and other required information and receiving Local Search Results Sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire,

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any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights, and all rights not expressly granted herein are reserved to Google.

4.5. License to Local Content. (a) Subject to the terms and conditions of this Agreement, Google grants to Customer a limited, nonexclusive, non-transferable and non-sublicensable license during the Term to display the Local Content only as part of the Local Search Services solely to the extent permitted hereunder. (b) Customer shall not (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any the Google services, or any other Google (or third party licensor and/or supplier) technology, protocol, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation, including, without limitation, the Local Content, or (ii) remove, deface, obscure, or alter Google’s (or any of Google’s licensors’ or suppliers’) copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Google services, the Local Content, or any other Google (or third party licensor and/or supplier) technology, content, software, materials and documentation.

5. AdSense for Search Services.

5.1. Scope of AdSense for Search Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with AFS Ads through its AFS Service for display on the AFS Sites as permitted herein. Customer agrees to implement the AFS Service as provided herein on the AFS Sites upon the launch of the Desktop Portal, and to maintain such implementation thereafter during the Term. Customer agrees to implement the AFS Service on any AFS Site added thereafter as permitted herein. Customer may elect to implement the AFS Service as provided herein on Customer Desktop Applications that are approved by Google to access the AFS Service, and Customer agrees to maintain such implementation thereafter during the Term.

5.2. Implementation of AFS Services. Unless otherwise agreed to by Google in writing, Customer shall implement the AFS Services in a manner that: (a) conforms to the AFS Specifications set forth in the Cover Page(s) of this Rider, if any; (b) conforms to Google’s brand treatment guidelines for AFS Services as updated by Google from time to time, the current version of which is located at http://www.google.com/wssynd/02brand.html; (c) conforms to the screenshots and specifications to be mutually agreed upon by the parties; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time, including those instructions contained in the documentation setting forth the AFS Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:

5.2.1. AFS Queries. Unless (and then only to the extent) otherwise approved by Google in writing, Customer understands and agrees that: (a) queries sent to Google for processing under its AFS Service may be initiated only by Subscribers entering text into WebSearch Boxes on the AFS Site and approved Customer Desktop Applications as provided herein; and (b) Customer shall send any and all queries generated on the AFS Sites and approved Customer Desktop Applications as provided in subsection (a) above to Google for processing under its AFS Services in accordance with the requirements provided by Google, without editing, filtering, truncating, appending terms to or otherwise modifying such AFS Queries, either individually or in the aggregate. Notwithstanding anything to the contrary, Google shall have no obligation to process AFS Queries that are not sent in compliance with the requirements of this Agreement.

5.2.2. Operation of AFS Services. Customer shall ensure that each AFS Query shall (a) be from a list of Valid IP Addresses approved by Google for the AFS Services; (b) contain a Client ID approved by Google for the AFS Services; (c) include Subscriber IP address and user agent information; and (d) request no fewer than the minimum number of AFS Ads per AFS Results Page stated in the Cover Page(s) of this Rider. Upon Google’s receipt of an AFS Query, Google shall transmit an AFS Results Set, to the extent available, via Google’s network interface in accordance with the AFS Protocol. Customer shall then display, in each instance, the entire AFS Results Set that corresponds to such AFS Query on the applicable AFS Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such AFS Results Set.

5.2.3. Labeling, Branding and Attribution. Customer shall unambiguously mark each AFS Ad, or each cluster or grouping of AFS Ads, as a “Sponsored Link” or “Sponsored Links,” as the case may be, unless otherwise instructed or agreed by Google. In any event, Google reserves approval authority to ensure that AFS Ads are labeled in a manner so as to sufficiently distinguish them from search results.

5.3. License to AFS Protocol. Google grants to Customer a limited, nonexclusive and non-sublicensable license during the Term to use the AFS Protocol solely for the purpose of transmitting AFS Queries and other required information and

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receiving AFS Result Sets, as applicable, solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are reserved to Google.

6. AdSense for Local Search Services.

6.1. Scope of AdSense for Local Search Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with AdSense for Local Search Ads through its AdSense for Local Search Service for display on the AdSense for Local Search Sites as permitted herein. Customer agrees to implement the AdSense for Local Search Service as provided herein on the AdSense for Local Service Sites upon the launch of the Desktop Portal, and to maintain such implementation thereafter during the Term. Customer agrees to implement the AdSense for Local Search Service on any AdSense for Local Search Service Site added thereafter as permitted herein. Customer may elect to implement the AdSense for Local Search Service as provided herein on Customer Desktop Applications that are approved by Google to access the AdSense for Local Search Service, and Customer agrees to maintain such implementation thereafter during the Term. For the avoidance of doubt, the parties acknowledge and agree that this Section 6 shall apply only to the AdSense for Local Search Services provided in connection with the Local Search Services, and different terms and conditions may apply to any other AdSense Service, including, without limitation, any AdSense for Search (AFS) Service provided in connection with services provided by Google to Customer pursuant to this Rider. If there is a conflict between this Section 6 and a term in this Rider with respect to the AdSense for Local Search Services displayed on the Local Search Sites, then the terms of this Section 6 shall control.

6.2. Implementation of AdSense for Local Search Services. Unless otherwise agreed to by Google in writing, Customer shall implement the AdSense for Local Search Services in a manner that: (a) conforms to the AdSense for Local Search Specifications set forth in the Cover Page(s) of this Rider, if any; (b) conforms to Google’s brand treatment guidelines for AdSense for Local Search Services as updated by Google from time to time, the current version of which is located at http://www.google.com/wssynd/local_guidelines.html; (c) conforms to the screenshots and specifications to be mutually agreed upon by the parties; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time, including those instructions contained in the documentation setting forth the AdSense for Local Search Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:

6.2.1. AdSense for Local Search Queries. Unless (and then only to the extent) otherwise approved by Google in writing, Customer understands and agrees that: (a) queries sent to Google for processing under its AdSense for Local Search Service may be initiated only by Subscribers entering text into Local Search Boxes on the AdSense for Local Search Site and approved Customer Desktop Applications as provided herein; and (b) Customer shall send any and all queries generated on the AdSense for Local Search Sites and approved Customer Desktop Applications as provided in subsection (a) above to Google for processing under its AdSense for Local Search Services in accordance with the requirements provided by Google, without editing, filtering, truncating, appending terms to or otherwise modifying such AdSense for Local Search Queries, either individually or in the aggregate. Notwithstanding anything to the contrary, Google shall have no obligation to process AdSense for Local Search Queries that are not sent in compliance with the requirements of this Agreement.

6.2.2. Operation of AdSense for Local Search Services. Customer shall ensure that each AdSense for Local Search Query shall (a) be from a list of Valid IP Addresses approved by Google for the AdSense for Local Search Services; (b) contain a Client ID approved by Google for the AdSense for Local Search Services; (c) include Subscriber IP address and user agent information; (d) request no fewer than the minimum number of AdSense for Local Search Ads per AdSense for Local Search Results Page stated in the Cover Page(s) of this Rider, and (e) include geographic data as provided by the Subscriber in the Local Search Boxes. Upon Google’s receipt of an AdSense for Local Search Query, Google shall transmit an AdSense for Local Search Results Set, to the extent available, via Google’s network interface in accordance with the AdSense for Local Search Protocol. Customer shall then display, in each instance, the entire AdSense for Local Search Results Set that corresponds to such AdSense for Local Search Query on the applicable AdSense for Local Search Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such AdSense for Local Search Results Set.

6.2.3. Labeling, Branding and Attribution. Customer shall unambiguously mark each AdSense for Local Search Ad, or each cluster or grouping of AdSense for Local Search Ads, as a “Sponsored Link” or “Sponsored Links,” as the case may be, unless otherwise instructed or agreed by Google. In any event, Google reserves approval

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authority to ensure that AdSense for Local Search Ads are labeled in a manner so as to sufficiently distinguish them from search results.

6.3. License to AdSense for Local Search Protocol. Google grants to Customer a limited, nonexclusive and non-sublicensable license during the Term to use the AdSense for Local Search Protocol solely for the purpose of transmitting AdSense for Local Search Queries and other required information and receiving AdSense for Local Search Result Sets, as applicable, solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are reserved to Google.

7. AdSense for Content.

7.1. Scope of AdSense for Content Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with AFC Ads and Link Units through its AFC Service for display as permitted herein on the AFC Site(s). Customer agrees to implement the AFC Service as provided herein on the AFC Sites upon the launch of the Desktop Portal, and to maintain such implementation thereafter during the Term subject to Section 16.2 (Exclusivity - Special Exception for AFC Service) and Section 19 (Display Advertising). Customer agrees to implement the AFC Service on any AFC Site added thereafter as permitted herein. AFC Ads may not appear on search results, registration, “thank you,” error, email or chat pages, pages comprised primarily of other advertising or pages that contain any of the following types of content: pornographic, obscene or excessively profane content or content intended to advocate or advance computer hacking or cracking, gambling, illegal activity, drug paraphernalia, hate, violence or racial or ethnic intolerance. Google may reasonably update the list of prohibited pages from time to time during the Term upon written notice.

7.2. Implementation of AFC Services. Unless otherwise agreed to by Google in writing, Customer shall implement AFC Services in a manner that: (a) conforms to the AFC Specifications set forth in the Rider, if any; (b) conforms to Google’s brand treatment guidelines for AFC Services as the same may be updated by Google from time to time, the current version of which is located at http://www.google.com/wssynd/adsense_guidelines.html and http://www.google.com/wssynd/afc_xml_guidelines.html; (c) conforms to the screenshots and specifications to be mutually agreed upon by the parties; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time, including those instructions contained in the documentation setting forth the AFC Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:

7.2.1. AFC Requests. Customer shall request AFC Ads for any and all pageviews required to display AFC Ads as provided herein. Notwithstanding anything to the contrary, Google shall have no obligation to process AFC Requests that are not sent in compliance with the requirements of this Agreement.

7.2.2. Server Side Implementations. For server side implementations (e.g., XML implementations), each AFC Request (a) must be from a list of Valid IP Addresses approved by Google for the AFC Service; (b) must contain a Client ID approved by Google for the AFC Service; and (c) must include Subscriber IP address and user agent information. Upon Google’s receipt of an AFC Request as described above, Google shall transmit AFC Results Set, to the extent available, via Google’s network interface in accordance with the AFC Protocol. Customer shall then display, in each instance, the entire AFC Results Set that corresponds to such AFC Request on the applicable AFC Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such AFC Results Set. Customer shall not send more than one (1) AFC Request per pageview unless otherwise authorized by Google.

7.2.3. Client Side Implementations. For client side implementations (e.g., iFrame or Javascript data feed implementations), each AFC Request must contain an AFC Client ID provided and used as specified by Google. Upon Google’s receipt of an AFC Request as described above, Google shall transmit an AFC Results Set, to the extent available, via Google’s network interface in accordance with the AFC Protocol. Customer’s code shall, in each instance, ensure the display of the entire AFC Results Set that corresponds to such AFC Request in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such AFC Results Set. Customer shall not send more than one (1) AFC Request per pageview unless otherwise authorized by Google.

7.2.4. Labeling; Branding and Attribution. AFC Results Set shall be identified with the label “Ads by Google” as specified by Google, unless otherwise instructed or agreed by Google.

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7.2.5. Link Units. If Customer implements Link Units provided by Google, which shall be at Customer’s sole discretion, Customer understands and agrees to the following additional provisions: (a) if applicable, in no event shall Subscriber clicks on Link Units, or the display of a Link Units on a Customer Web page in and of itself, qualify as a click on an Ad, or an impression, as the case may be, for purposes of determining Customer’s click or impression guarantees (if any) or Google’s payment or other obligations under this Agreement; and (b) notwithstanding anything to the contrary, Link Units are automatically generated and consequently are provided to Customer “as is,” with no representation, warranty or indemnity, express or implied.

7.3. License to AFC Protocol. Google grants to Customer a limited, nonexclusive and non-sublicensable license during the Term to use the AFC Protocol solely for the purpose of transmitting AFC Requests and other required information and receiving AFC Results Sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are reserved to Google.

8. [Intentionally Left Blank]

9. Customer Desktop Applications. Customer may not access Google Services in this Rider through a Customer Desktop Application, until and unless Google has given written approval at Google’s sole discretion. If Customer wishes to access Google Services in this Rider through a Customer Desktop Application, then Customer will request approval from Google and provide all reasonable information (about the Customer Desktop Application and how Customer proposes to access, render, and display the Google Services from the Customer Desktop Application) requested by Google to enable Google to evaluate the Customer Desktop Application. Following the initial approval, to the extent that Customer materially changes the way in which the Google Services are accessed, rendered, or displayed in a Customer Desktop Application, Google (i) may review and approve such changes with such approval not to be unreasonably withheld or delayed and (ii) may (in the event Google disapproves of such changes) suspend any continued use of the applicable Google Services from the Customer Desktop Application until such time as Customer implements adequate corrective modifications as reasonably required and determined by Google. Furthermore, Customer agrees to comply with the Google software principles at http://www.google.com/corporate/software_principles.html (as may be updated by Google from time to time) in connection with any Customer Desktop Applications that are used to access Google Services in this Rider. Google may require Customer to immediately cease accessing Google Services through an approved Customer Desktop Application if Google reasonably believes that Customer is not complying with the Google software principles; provided, if Google requires Customer to cease accessing Google Services, Customer may continue to offer the Customer Desktop Application without the Google Services. Furthermore, for avoidance of doubt, the statements throughout this Rider that require Customer to maintain an implementation of a Google Service with an approved Customer Desktop Application does not mean that Customer has any obligation to continue distributing the approved Customer Desktop Application.

10. Site Modifications. Google will have an initial approval right prior to Customer’s commercial launch with respect to Customer’s implementation of the Google Services under this Rider. Any change to Customer’s implementation of the Google Services where the layout and/or presentation of the Google Services substantially deviates from the approved initial implementation will be subject to Google’s prior approval, such approval not to be unreasonably withheld or delayed. Google acknowledges that Customer may update the design and content of the Sites in a manner consistent with its obligations contained herein; provided that Customer agrees that (a) it shall keep Google informed of all planned material changes to such Sites to the extent the changes have a material effect on the Google Services; and (b) no changes may be made to the look and feel, dimension and/or placement of the WebSearch Results, Local Search Results, AFS Ads, AdSense for Local Search Ads or AFC Ads without obtaining the prior written consent of Google. For the avoidance of doubt, Google may, and the foregoing will in no event limit Google’s ability to require changes to the look and feel or content of any such Results or Ads provided herein pursuant to Section 12 (Updates).

11. Filters.

11.1. General. Certain Services may contain filtering capability, such as SafeSearch, Country Restrict, Language Restrict, AdSafe and other filters. Notwithstanding anything to the contrary, if Customer elects to enable any such filters, Customer expressly acknowledges and agrees (a) it is Customer’s responsibility to enable such features in accordance with the instructions provided by Google in the applicable Service protocol, and (b) that Google cannot and does not make any representation, warranty or covenant that all results shall be limited to results elected by enabling such filter(s). For example, but without limiting the foregoing, if Customer elects SafeSearch, Country Restrict, Language Restrict and/or

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AdSafe, Google cannot and does not make any representation, warranty or covenant that all results shall be limited to the countries or languages selected or that all objectionable results shall be prevented.

11.2. URL Blocking. During the Term, Google shall use commercially reasonable efforts to exclude from Ads served under this Agreement Ads that contain the URLs specified by the Customer (the “URL Blocklist”). Customer may update the URL Blocklist from time to time, but no more often than once per calendar quarter, upon written notice to Google, and Google shall use commercially reasonable efforts to implement such updates to the URL Blocklist within thirty (30) calendar days. Notwithstanding anything to the contrary, Customer understands that Google cannot and does not make any representation, warranty or covenant that no Ads shall contain any of the URLs listed in the URL Blocklist.

12. Updates. If Google updates its technical or implementation specifications (including, without limitation, by way of updating the applicable Google Service protocol or by way of requiring changes to the look and feel, content and targeting methodology of Ads) from time to time as contemplated herein, Customer shall implement such updates or modifications as soon as reasonably practical, but in any event within thirty (30) days of the date it receives notice thereof.

13. Notice of System Changes. Customer shall provide Google with fourteen (14) days’ advance notice of any change in the code or serving technology used to display Google Advertising Results and/or Search Results (e.g., a change in the advertising serving technology used) that could reasonably be expected to have the potential to adversely affect the delivery or display of Google search or advertising results as required by this Agreement (it being understood that notice shall in no event relieve Customer of its obligations to display Search and Advertising Results as required hereunder).

14. Optimization. The parties agree to consult in good faith from time to time with the objective of optimizing the performance of Ads served under this Agreement.

15. Technical Support. Subject to the terms and conditions of this Agreement, during the Term Google shall provide technical support services to Customer in accordance with Google’s support guidelines then in effect for the Services ordered herein. Prior to making any support request to Google, Customer shall first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect on its own without any escalation to Google. Thereafter, Customer’s Technical Contact may submit a written request for technical support via email to the applicable Google alias set forth below, or such other email address that Google may provide from time to time. Customer shall provide support services to Subscribers at its own expense.

• [*****] (for WebSearch and Local Search requests)

• [*****] (for AFS, AdSense for Local Search, and AFC requests)

16. [*****].

     16.1. [*****].

     16.2. [*****].

     16.3. [*****].

     16.4. [*****].

17. Fees and Payment Terms.

17.1. WebSearch and Local Search Google Services. Google shall bill Customer monthly at the rates stated on the Cover Page(s) of this Rider and all such fees shall be due and payable “net thirty (30) days” from date of invoice. Within thirty (30) days of the end of each month during the Term, Google shall provide Customer with usage reports for the relevant Google Service in the form generally made available at that time.

17.2. AdSense for Search. Subject to the terms and conditions of this Agreement, for each month during the Term Customer shall receive the AFS Percentage of Net AFS Revenues attributable to such month. Google’s obligation to make payments under this Section shall not commence until Google’s technical personnel provide written approval of Customer’s implementation of the AFS Service on each AFS Site, which shall not be unreasonably withheld or delayed. Payments

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required under this paragraph shall be made by the last day of the calendar month following the calendar month in which the applicable AFS Ads were displayed on the AFS Sites.

17.3. AdSense for Local Search. Subject to the terms and conditions of this Agreement, for each month during the Term Customer shall receive the AdSense for Local Search Percentage of Net AdSense for Local Search Revenues attributable to such month. Google’s obligation to make payments under this Section shall not commence until Google’s technical personnel provide written approval of Customer’s implementation of the AdSense for Local Search Service on each AdSense for Local Search Site, which shall not be unreasonably withheld or delayed. Payments required under this paragraph shall be made by the last day of the calendar month following the calendar month in which the applicable AdSense for Local Search Ads were displayed on the AdSense for Local Search Sites.

17.4. AdSense for Content. Subject to the terms and conditions of this Agreement, for each month during the Term Customer shall receive the AFC Percentage of Net AFC Revenues attributable to such month. Google’s obligation to make payments under this Section shall not commence until Google’s technical personnel provide written approval of Customer’s implementation of the AFC Service on each AFC Site, which shall not be unreasonably withheld or delayed. Payments required under this paragraph shall be made by the last day of the calendar month following the calendar month in which the applicable AFC Ads were displayed on the AFC Sites.

17.5. Non-Qualifying Ads. Notwithstanding any of the foregoing, Google shall not be liable for payment in connection with (a) any amounts which result from invalid queries, or invalid impressions of (or clicks on) Ads, generated by any person, bot, automated program or similar device, including, without limitation, through any Fraudulent Act, in each case as reasonably determined by Google; or (b) impressions of Ads or clicks on Ads delivered through an implementation which is not initially approved by Google pursuant to the Agreement or subsequently fails to meet Google’s implementation requirements and specifications. The number of queries, and impressions of and clicks on Ads, as reported by Google, shall be the number used in calculating payments hereunder.

17.6. Methods of Payment.

17.6.1. Payments to Google. All payments due to Google shall be in U.S. dollars. Any charges for converting foreign currency shall be the responsibility of Customer and shall be invoiced accordingly. If paid in US dollars, payments to Google shall be made preferably via wire transfer with the following instructions:
[*****]

If paid in US dollars and not wired to Google, payment shall be made by check for receipt by Google at the address specified on the Cover Page of this Rider (or such other address as Google may provide Customer in writing from time to time for such purpose) on or before the payment due date. If payment is made in any other currency, payment shall be made by wire pursuant to the wire instructions specified below on this Rider (or if no applicable wire instructions are specified, payment shall be made using the US wire transfer instructions above). Delinquent payments due to Google shall bear interest at the rate of [*****] per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer shall be responsible for all reasonable expenses (including legal fees) incurred by Google in collecting unpaid or delinquent amounts. In addition, Google may suspend performance and/or terminate this Rider upon seven (7) days written notice if Customer fails to make any required payment when due unless such payment is made within such seven (7) day notice period. If Google reasonably deems itself insecure with respect to Customer’s ability to meet its financial obligations under the Agreement, Google may, at its sole option, modify the payment terms or require other reasonable assurances or forms of security prior to providing or continuing to provide any Services.

17.6.2. Payments to Customer. Payments to Customer (if by wire transfer) shall be made in U.S. dollars pursuant to the wire transfer instructions specified in writing to Google. In addition, Customer acknowledges that Google may, at its option, offset any payment obligations to Customer that Google may incur hereunder against any product or service fees (including late fees) owed and not yet paid by Customer under this Agreement or any other agreement between Customer and Google, in addition to whatever other rights and remedies Google may have hereunder or thereunder. In addition, Google reserves the right to withhold and offset against its payment obligations hereunder, or require Customer to pay to Google (within thirty (30) days of any invoice therefor), any amounts Google may have overpaid to Customer in prior periods.

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17.7. Reporting. Google will provide monthly reports to Customer detailing Ad revenues earned by Customer under this Rider. Google will also give Customer other reports and access to reporting tools that Google generally makes available to other partners that are using the Google Services covered by this Rider.

18. Special Termination Rights.

18.1. In addition to the termination rights provided in the Master Agreement, Google may terminate this Rider or the provision of Google services hereunder immediately upon written notice if Customer breaches Section 2.1 (Prohibited Actions).

18.2. In addition to the termination rights provided in the Master Agreement, in the event that Google is notified by any of its data licensors that the manner in which the Local Search Services or the AdSense for Local Search Services are implemented on the Local Search Site(s) is in breach of Google’s agreement(s) with such data licensor(s), Google shall have the right, after providing forty-eight hours notice with an opportunity to cure for Customer (unless the agreement(s) with such data licensor(s) requires shorter notice) to suspend or terminate the provision of the Local Search Services and/or the AdSense for Local Search Services (in part or in full) with immediate effect.

19. Display Advertising. The parties agree to discuss and negotiate a potential agreement regarding implementation of Google services that involve a variety of graphical display advertising services for the Desktop Portal. The parties contemplate that such an agreement would likely replace the AFC Services provided under this Agreement. If the parties are unable to reach a definitive agreement on these matters, then Customer’s exclusivity obligations related to the AFC Service will be modified as described in Section 16.2.

20. Customer MVNO Partners. For Customer’s MVNO partners and resellers who utilize the Desktop Portal infrastructure, Google may at Google’s option permit these MVNO partners and resellers to use the search and advertising services described in this Rider. Upon Google’s exercise of such option, Customer shall use commercially reasonable efforts to promote adoption of the search and advertising services by Customer’s MVNO partners and resellers to the extent such adoption is Technically Feasible. To such an end, Customer shall keep Google informed of its MVNO partnerships and reseller relationships.

21. Phone Device Subscribers. Customer agrees not to direct Phone Device traffic to the Desktop Portal (as Phone Device traffic must be directed to the Phone Portal).

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Rider B

Desktop Device — Google Desktop Applications

1. Generally. As described in this Rider B, Customer agrees to distribute the Google Desktop Applications to Desktop Device Subscribers, except to the extent the distribution of particular Google Desktop Applications are not Technically Feasible.

2. Definitions. For the purposes of this Rider:

2.1. “Google Desktop Applications” means the following Google Applications: Google Desktop, Google Desktop Installer, Google Earth, Google Earth Installer, Google Picasa, Google Picasa Installer and Other Google Desktop Applications.

2.2. “Google Desktop” means the machine-readable binary code version of Google Desktop application provided to Customer in connection with this Agreement, and any modifications or updates that Google may provide to Customer.

2.3. “Google Desktop Installer” means the machine-readable binary code version of the installer application that installs Google Desktop provided to Customer in connection with this Agreement, and any modifications, updates or upgrades that Google may provide to Customer.

2.4. “Google Earth” means the machine-readable binary code version of the Google Earth application provided to Customer in connection with this Agreement, and any modifications or updates that Google may provide to Customer.

2.5. “Google Earth Installer” means the machine-readable binary code version of the installer application that installs Google Earth provided to Customer in connection with this Agreement, and any modifications, updates or upgrades that Google may provide to Customer.

2.6. “Google Picasa” means the machine-readable binary code version of the Google Picasa application provided to Customer in connection with this Agreement, and any modifications or updates that Google may provide to Customer.

2.7. “Google Picasa Installer” means the machine-readable binary code version of the installer application that installs the Google Picasa provided to Customer in connection with this Agreement, and any modifications, updates or upgrades that Google may provide to Customer.

2.8. “Other Google Desktop Applications” means other applications as mutually agreed to by Google and Customer.

3. License and Distribution Methods.

3.1. Google Desktop Applications License Grant. Subject to the terms and conditions of this Agreement, Google hereby grants to Customer a royalty-free, nontransferable, nonsublicensable, nonexclusive license during the Term to (a) reproduce the Google Desktop Applications to the extent necessary to exercise the right granted in the following clause (b) and (b) distribute the Google Desktop Applications directly to Desktop Device Subscribers in the Territory as permitted by Section 3.3. At its sole discretion and with reasonable notice, Google may elect to restrict or revoke Customer’s right to distribute any one (or all) of the Google Desktop Applications for certain devices, certain methods of distribution, or in the entirety.

3.2. License Grant Restrictions. Customer shall not (and shall not encourage/assist third parties to and shall use commercially reasonable efforts to prevent any third parties from doing the following): (a) disassemble, de-compile or otherwise reverse engineer the Google Desktop Applications or otherwise attempt to learn the source code or algorithms underlying the Google Desktop Applications; (b) modify or create derivative works from or based on the Google Desktop Applications; (c) except as expressly set forth in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Google Desktop Applications to any third party; (d) use the Google Desktop Applications for timeshare, service bureau, or other unauthorized purposes; (e) bundle the Google Desktop Applications with any other software, application, code, file, data, or other materials or information; or (f) exceed the scope of any license granted to Customer hereunder.

3.3. Offering Methods. Upon Google’s prior written approval, Customer shall distribute the Google Desktop Applications through the following methods, but the parties shall consider the user experience of the Desktop Device

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Subscriber and bandwidth constraints of the Customer Network when determining if a particular Google Desktop Application shall be distributed through each of the methods.

(a) Pre-Installed. In connection with devices for Desktop Device Subscribers that are developed for use on the Customer Network by Customer or third parties, if Customer generates requirements for the application software for any such devices, then Customer shall install or require the pre-installation of the Google Desktop Applications on these devices. The previous sentence does not apply to devices in which (1) Customer does not provide material design input or (2) Customer does not require the installation of applications other than a basic connection manager application. In connection with this paragraph, Customer may distribute the Google Desktop Applications to third parties solely for purpose of installing such Google Desktop Applications on devices developed for the Customer Network (such third parties, “Third Party Device Makers”); provided, however, that (a) in connection with any and all such distributions to Third Party Device Makers, Customer shall, and shall ensure that each Third Party Device Maker, installs the Google Desktop Applications in a manner that is no less protective of Google than the terms of this Agreement, and (b) Google in its reasonable discretion shall have the right to direct Customer to cease offers or distributions of Google Desktop Applications to any Third Party Device Maker that in Google’s reasonable discretion would either (1) harm or devalue Google’s business, brand or name, or (2) violate Google’s privacy policy, and Customer shall cause any such Third Party Device Maker to cease distribution of Google Desktop Applications as soon as practicable but in no event longer than ten days following receipt of such request from Google.

(b) Tangible Medium. If Customer distributes Customer software to Desktop Device Subscribers or prospective Desktop Device Subscribers on a tangible medium (e.g. CD-ROM, DVD-ROM), Customer shall include the Google Desktop Applications on the tangible medium to the extent Technically Feasible and give the Desktop Device Subscriber or prospective Desktop Device Subscriber an opportunity to install the Google Desktop Applications during the installation process of the Customer software. The form of the offering of Google Desktop Applications under this paragraph must conform to the screenshots and specifications to be mutually agreed upon by the parties.

(c) Over the Air. During the activation of a device by a Desktop Device Subscriber and if Technically Feasible, Customer shall give the Desktop Device Subscriber an offer to install the Google Desktop Applications during the activation process. The Google Desktop Applications distributed in this manner shall be limited to Google Desktop Applications that (when downloaded in the aggregate) do not create a negative user experience for the Desktop Device Subscriber by requiring significant download time due to the speed of the Customer Network. The form of the offering of Google Desktop Applications under this paragraph must conform to the screenshots and specifications to be mutually agreed upon by the parties.

(d) User Download. Customer shall make the Google Desktop Applications available for download by Desktop Device Subscribers on the Desktop Portal to the extent Technically Feasible. A link to the download landing page on the Desktop Portal that describes and links to the Google Desktop Applications shall appear at a reasonably prominent location on the default start page of the Desktop Portal, and the link shall be no less prominent than links to any other similar applications. The form of the offering of Google Desktop Applications under this paragraph must conform to the screenshots and specifications to be mutually agreed upon by the parties.

(e) Other Methods. The form of any offering of the Google Desktop Applications by Customer shall be as set forth in this Section 3.3. No Google Desktop Applications, either in whole or in part, shall be offered or distributed in any other way, except with the prior written consent of Google. Without limiting the foregoing sentence, except for Subscribers as expressly set forth in this Rider, Customer shall not offer or distribute the Google Desktop Applications to any third party. Customer shall not (a) serve or otherwise place any advertisements during the download or installation process of the Google Desktop, or (b) offer, download or install, or allow any third party to offer, download or install, any additional products during the download or installation process of the Google Desktop Applications.

3.4. Launch. Customer shall use commercially reasonable efforts to begin distribution of the Google Desktop Applications promptly following the launch of the Desktop Portal.

3.5. Subscriber License Agreement.

(a) In connection with Customer’s or a Third Party Device Maker’s distribution of the devices with the Google Desktop Applications under Section 3.3(a), Customer shall provide an enforceable end user license agreement with each device distributed where such Subscriber license agreement that shall (i) disclaim, to the extent permitted by applicable law, Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from use of the Google

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Desktop Applications, (ii) disclaim all warranties with respect to the Google Desktop Applications, including without limitation warranties for merchantability, fitness for a particular purpose, and non-infringement, (iii) include a clear statement of Google’s ownership of the Google Desktop Applications, (iv) include a limited, nonexclusive license for Subscribers to use the Google Desktop Applications for internal purposes and restrictions related to such use as described in Sections 3.2(a)-(d) above, and (v) not impose any obligations on Google.

(b) In connection with Customer’s distribution of the Google Desktop Applications under Section 3.3(b), (c) and (d) and before the Google Application can be installed by an Desktop Device Subscriber, Customer shall provide each Desktop Device Subscriber with (i) a clear statement inviting the Desktop Device Subscriber to agree to the terms of an end user license agreement provided by Google for the applicable Google Desktop Application (a “Google EULA”), (ii) the opportunity for each Desktop Device Subscriber to review the Google EULA via a hyperlink to the Google EULA, and (iii) a button on which each Desktop Device Subscriber may click indicating agreement to the terms of the Google EULA. In the event that a Desktop Device Subscriber does not affirmatively agree to install the Google Desktop Application, by clicking on the button to agree to the terms of the Google EULA, then the Google Desktop Application shall not be installed on such Desktop Device Subscriber’s device. For clarity, Customer shall have no responsibility for enforcing the Google EULA entered into between Google and the Desktop Device Subscriber.

3.6. Accurate Reproduction. Customer agrees that in connection with its exercise of the right granted in Section 3.1 of this Agreement it shall accurately reproduce the Google Desktop Applications without modification. Google agrees that it shall use commercially reasonable efforts to not insert into the Google Desktop Applications any viruses, worms, date bombs, time bombs, or other code that is specifically designed to cause the Google Desktop Applications to cease operating, or to damage, interrupt, or interfere with any Google Desktop Applications or Subscriber data.

3.7. Bug Fix Updates for Google Desktop Applications. To the extent that Customer is distributing a particular Google Desktop Application and Google generally makes available bug fix updates to that Google Desktop Application for its other similarly situated distribution partners, then Google will make the bug fix updates available to Customer.

3.8. Reporting. During the Term, Customer shall on a calendar monthly basis provide Google with a report detailing the number of times that each of the Google Desktop Applications has been distributed to Desktop Device Subscribers broken down by the distribution methods permitted by Section 3.3.

3.9. Technical Support Services. Google shall provide technical support services for the Google Desktop Applications solely through the Google.com Help Center, which is accessible at http://www.google.com/support/ or such other URL as Google may provide from time to time. Customer shall have no obligation to provide technical support services for the Google Desktop Applications.

4. Webkit Browsers. To the extent that Customer (or any affiliated party) specifies installation requirements, installs, or makes available web browsers for the Customer Network or Devices, then all such web browsers shall (a) be based on the open source web browser engine known as ‘Webkit’, (b) be installed with support for “Google Gears” if Technically Feasible, and (c) include a default capability for the user to utilize Google’s search services through a toolbar functionality or similar user interface as mutually agreed by Customer and Google.

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Rider C

Desktop Portal and Phone Portal — Google Hosted Communication Services

1. Generally. As described in this Rider of the Agreement, Customer agrees to offer the Hosted Communication Services to Subscribers on the Desktop Portal. If Technically Feasible and with Google’s approval, Customer may also optionally elect to offer the Hosted Communication Services on the Phone Portal.

2. Definitions. For the purposes of this Rider:

2.1. “Hosted Services APIs” means the following APIs provided by Google for accessing and administrating the Hosted Communications Services: (i) the Provisioning API described at http://code.google.com/apis/apps/gdata_provisioning_api_v2.0_reference.html (or such URL as Google may provide); (ii) the Single-Sign On API described at http://code.google.com/apis/apps/sso/saml_reference_implementation.html (or such URL as Google may provide); and (iii) the Google Calendar API described at http://code.google.com/apis/calendar/overview.html (or such URL as Google may provide); as such APIs may be updated by Google from time to time.

2.2. “Hosted Communication Services” means the hosted Google Services provided by Google hereunder that provide Customer with Google-hosted Subscriber Accounts for its Subscribers for the purpose of (a) enabling Subscribers to send and receive email, address book, and instant messages, (b) enabling Subscribers to organize and share calendaring functions, and (c) any other functionality that Google may provide from time to time as part of the Hosted Communication Services subject to Section 3.2.

2.3. [*****].

2.4. “Subscriber Account” means Google-hosted accounts provided to Customer’s Subscribers through the Hosted Communication Services for the purpose of enabling such Subscribers to use the Hosted Communication Services.

3. Hosted Communication Services.

3.1. Customer Election. Customer is not required to offer the Hosted Communication Services. But if Customer elects to offer any email/address book service, instant messaging service, or calendar service to Subscribers, then Customer shall use the Hosted Communication Services for this purpose, except to the extent the Hosted Communication Services are not Technically Feasible for particular devices. After Customer communicates its desire to offer the Hosted Communication Services to Google, Customer and Google shall use commercially reasonable efforts to coordinate the launch of the Hosted Communication Services. Once Customer begins using the Hosted Communication Services, Customer shall maintain use of the Hosted Communication Services for the remainder of the Term.

3.2. Implementation. Subject to the terms and conditions of this Agreement, Customer may use the Hosted Communication Services to (a) provide Subscriber Accounts to its Subscribers and (b) administer such Subscriber Accounts through the provided administrative console and the Hosted Services APIs. The parties shall implement the Hosted Communication Services (i) in a manner that conforms to the screenshots and specifications to be mutually agreed upon by the parties; provided that Google will not refuse to agree to screenshots that are substantially similar to [*****] and (ii) in a manner that otherwise complies with the technical and implementation requirements provided by Google from time to time. In particular, Customer agrees to implement the single-sign on functionality of the Hosted Services APIs. By using the Hosted Communication Services, Customer consents to any such transfer, processing and storage of information. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for the Customer; however, Customer acknowledges and agrees that Google may also monitor, respond to or otherwise process emails sent to such aliases. Customer acknowledges that the Hosted Communication Services are not a telephony service and that the Hosted Communication Services are not capable of placing or receiving any calls, including emergency services calls, over publicly switched telephone networks. If Google adds VoIP functionality or functionality that impairs the Customer’s network to the Hosted Communication Services pursuant to clause (c) of the definition of Hosted Communication Services, then Google shall allow Customer to opt-out of this additional functionality.

3.3. Maximum Subscriber Accounts. Google shall provide Customer with up to [*****] Subscriber Accounts (the “Subscriber Account Maximum”). During the Term, on a quarterly basis but no later than thirty (30) days prior to the end of each calendar quarter, Customer shall provide Google with a good faith estimate of the total number of Subscriber

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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.

3.4. Email Storage Limit. Google may limit the email storage space for each Subscriber Account to no less than two (2) GB. [*****].

3.5. Creation of Subscriber Accounts.

(a) Acceptance of Google Subscriber Terms. Unless the parties mutually agree to an alternate presentation of Google Subscriber Terms, before Customer creates each Subscriber Account for a Subscriber, Customer shall provide the Subscriber with (i) a clear statement inviting the Subscriber to agree to the Google Subscriber Terms, (ii) the opportunity for each Subscriber to review the Google Subscriber Terms via a hyperlink to the Google Subscriber Terms, and (iii) a button on which each Subscriber may click indicating agreement to the Google Subscriber Terms. Customer shall not offer Subscriber Accounts to Subscribers until Google approves of the user interface used by Customer to accomplish the requirements in the previous sentence. If a Subscriber does not affirmatively agree to the Google Subscriber Terms, then Customer shall not allow the Subscriber to create a Subscriber Account. “Google Subscriber Terms” means the following terms and policies (which may be modified from time to time by Google) located at the following URLs (or such URLs as Google may provide to Customer): (i) the Google Apps terms of service available at http://www.google.com/a/help/intl/en/users/terms.html and (ii) any other terms and policies related to the Hosted Communication Services as identified by Google by written notice.

(b) Subscribers. Following the launch of the Hosted Communication Services, Customer shall offer each Subscriber at least one Subscriber Account. A Subscriber may elect to opt-out of receiving a Subscriber Account by unselecting a clearly marked and easy-to-remove selection interface. Customer shall not offer Subscriber Accounts to Subscribers until Google approves of the user interface used by Customer to offer the Subscriber Accounts. For clarity, the default option for all new Subscribers shall be to receive a Subscriber Account. Customer may offer a Subscriber more than one Subscriber Account at Customer’s option.

4. Additional Customer Obligations.

4.1. Subscriber Terms. In addition to the Google Subscriber Terms, Customer acknowledges that its Subscribers shall be bound by terms relating to each component of the Hosted Communication Services which may include but are not limited to (i) the Gmail Terms of Use (which may be modified from time to time) available at http://www.google.com/mail/help/terms_of_use.html or such URL as Google may provide and (ii) the Google Terms of Service (which may be modified from time to time) available at http://www.google.com/terms_of_service.html or such URL as Google may provide; and (iii) additional Program Policies or Guidelines for acceptable usage (which may be modified from time to time) available at http://www.google.com/a/help/intl/en/users/terms.html or such URL as Google may provide. Customer acknowledges that each Subscriber of the Hosted Communication Services consents to privacy policies relating to the Hosted Communication Services which may include but are not limited to the Google Apps Privacy Policy (which may be modified from time to time) available at http://www.google.com/a/help/intl/en/users/privacy_notice.html or such URL as Google may provide and the Google Privacy Policy (which may be modified from time to time) available at http://www.google.com/privacy.html or such URL as Google may provide. For avoidance of doubt, Customer’s acknowledgement of the various terms and policies in this paragraph does not expand Customer’s obligation to obtain affirmative agreement from Subscribers to Google’s terms and policies, which is addressed in Section 3.5. In the event that Customer becomes aware of any Subscriber’s violation of any applicable terms of use or policy, Customer agrees to (i) promptly notify Google and (ii) promptly suspend or terminate such Subscriber Account unless Google agrees otherwise in writing (including by email). At Google’s request, Customer shall promptly suspend or terminate any Subscriber Account or administrator’s access to the Hosted Communication Services in response to a violation of any applicable terms of use or policy by a Subscriber or administrator. Google reserves the right at its discretion to suspend or terminate the Subscriber Account of any Subscriber. Notwithstanding anything to the contrary in Rider K (Privacy and Data Protection) or the account termination obligations in paragraph, Customer shall have no responsibility for enforcing the agreements entered into between Google and any Subscriber. Google acknowledges that Subscribers will also be bound by terms and conditions governing use of the various other services within Customer’s Portal as well as the use of Customer’s Portal itself. Notwithstanding the above or anything else to the contrary, Google shall have no responsibility for enforcing any agreements entered into between Customer and any end user of Customer.

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4.2. Privacy and Program Policies. Customer and Google agree to comply with the obligations set forth in Rider K (Privacy and Data Protection). Furthermore, Customer agrees to comply with the program policies for the Hosted Communication Services available at http://www.google.com/a/help/intl/en/admins/program_policies.html which may be updated from time to time.

4.3. Customer Administration of the Hosted Communication Services. Customer shall receive a password and account to use in connection with administering the Subscriber Accounts of its Subscribers. Customer is responsible for maintaining the confidentiality of the password and account, designating those employees who are authorized to access the account, limiting the scope of such authorization to performance of duties under this Agreement, and for all activities that occur under Customer’s account. Customer shall notify Google immediately if Customer has knowledge of any unauthorized use of, or access to, the Hosted Communication Services, Customer’s password or account, or of any other breach of security. Customer acknowledges and agrees that under no circumstances shall Google be liable in any way for any acts or omissions of Customer or any Subscriber including any damages of any kind incurred as a result of such acts or omissions. Google reserves the right to temporarily suspend access to the administration account in response to security concerns.

4.4. Changes to the Hosted Communication Services. [*****] subject to Customer’s ability to opt-out of additional functionality as described in Section 3.2, Google shall have the right to change any aspect of the Hosted Communication Services and impose limits on features so long as such changes and limits are generally applicable to the Hosted Communication Services (as such services are made available by Google to similarly situated partners) without Customer approval and without liability to Customer. Google agrees to inform Customer of any substantial changes to the Hosted Communication Services. If Google updates its technical or implementation specifications for the Hosted Communication Services or Hosted Services APIs, Customer shall implement such updates or modifications within thirty (30) days of the date Customer receives notice. Customer shall provide Google with advance notice of any change in the code or serving technology used in connection with the Hosted Communication Services and the Hosted Services APIs that could reasonably be expected to adversely affect the delivery or display of the Hosted Communication Services.

4.5. Permissible Use. Customer agrees that it shall not engage in any activity that interferes with or disrupts the Hosted Communication Services or servers or networks connected to the Hosted Communication Services. Except as allowed by the administrative console, the Hosted Services APIs, or this Agreement, Customer agrees not to alter the Hosted Communication Services or any information transmitted through the Hosted Communication Services to Subscribers. Customer shall not, and shall not authorize third parties to, use or access the Hosted Communication Services in a manner not in compliance with the terms of the Agreement. Customer shall make commercially reasonable efforts to (i) monitor and disable (if under Customer’s control) any such access or use by unauthorized parties (including, but not limited to, spammers or any third party sites); and (ii) notify Google of any access by unauthorized parties that Customer is not able to disable. The parties agree to comply with all applicable export and reexport control laws and regulations in connection with creating and administering Subscriber Accounts, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control.

5. Fees; Payments; Exclusivity; Miscellaneous.

5.1. Fees. Google shall charge Customer the rate of [*****]. Google shall be solely responsible for determining the number of Subscriber Accounts subject to billing and Google’s determination in this regard is final. If Customer believes the billing to be inaccurate, Customer may request information from Google to support the number of Subscriber Accounts subject to billing.

5.2. Payment. All fees shall be due thirty (30) days from the invoice date. All payments due are in U.S. dollars. Payments made via wire transfer must include the following instructions:

[*****]

Delinquent payments shall bear interest at the rate of [*****] per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting unpaid or delinquent amounts, except where such unpaid or delinquent amounts are due to billing inaccuracies attributable to Google.

5.3. [*****].

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5.4. Hosted Services API Terms. Customer’s use of the Hosted Services APIs are subject to the following additional terms: Provisioning API (http://www.google.com/a/help/intl/en/admins/api_terms.html), Single-Sign On API (http://www.google.com/a/help/intl/en/admins/api_terms.html), Google Calendar API (http://www.google.com/googlecalendar/terms_of_use.html). The URLs and the terms within the URLs may be updated by Google from time to time.

5.5. Technical Support Services. [*****]. Customer, at its own expense, shall respond to any questions and complaints from Subscribers and third parties relating to Customer or Subscribers’ use of the Hosted Communication Services. Google shall provide technical support services for Subscribers solely through the Google.com Help Center, which is accessible at http://www.google.com/support/ or such other URL as Google may provide from time to time. Google shall assign a technical account manager to support the deployment and management of the Hosted Communication Services by Customer.

6. Wind-Down Period. (a) Upon expiration of the Agreement or termination by Customer in accordance with Section 2.2(a) or (c) of the Master Agreement, the parties agree that this Rider (and the relevant portions of the Master Agreement) shall continue at Customer’s option for a wind-down period (the “Wind-Down Period”), in which Google shall continue providing the Hosted Communication Services to Customer and Subscribers and Customer shall continue paying for the Hosted Communication Services in accordance with this Rider. (b) The Wind-Down Period shall continue until the earlier of (i) [*****] or (ii) the date Customer provides Google with written notice of its completion of the migration of its Subscribers then-registered as users of the Hosted Communication Services from the Hosted Communication Services to a non-Google email platform. (c) During the Wind-Down Period, Google agrees (i) to provide Customer with access to a mechanism for extracting in an automated fashion Subscriber data, including email data, calendar events, and contact lists and (ii) at Customer’s request, to provide Customer with support in extracting the data. The extraction and migration of Subscriber data must be performed in a manner that complies with Google’s applicable privacy policies, Customer’s applicable privacy policies, and data security requirements. Section 5.3 (Exclusivity) shall not apply to Customer during the Wind-Down Period.

7. Prevailing Terms. The parties acknowledge and agree that this Agreement shall supersede Google’s standard online sign-up terms for the Hosted Communication Services in the event Customer is required to accept such terms in addition to signing this Agreement.

8. Customer MVNO Partners. For Customer’s MVNO partners and resellers who build on the Desktop Portal or Phone Portal infrastructure, Google may at Google’s option permit these MVNO partners and resellers to use the Hosted Communication Services described in this Rider. At Google’s option, Customer shall use commercially reasonable efforts to promote adoption of the Hosted Communication Services by Customer’s MVNO partners and resellers to the extent such adoption is Technically Feasible. Customer shall keep Google informed of its MVNO partnerships and reseller relationships.

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[*****]

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Rider D

Desktop Device and Phone Device — Other Google Hosted Services

1. Generally. As described in this Rider of the Agreement, Customer agrees to offer the following other Google Services to Desktop Device Subscribers and Phone Device Subscribers, except to the extent that it is not reasonable, as defined in Section 2 below, for Customer to offer these other Google Services.

1.1. Goog-411. If Customer wishes to provide a telephone-based directory assistance service to its Desktop Device Subscribers or Phone Device Subscribers, then Customer shall not unreasonably refuse to use Goog-411 for this purpose if Google asks Customer to use Goog-411. "Goog-411” means Google’s telephone-based directory assistance service.

1.2. Grand Central. If Customer wishes to provide a voice-messaging service to its Desktop Device Subscribers or Phone Device Subscribers, then Customer shall not unreasonably refuse to use Grand Central for this purpose if Google asks Customer to use Grand Central. “Grand Central” means Google’s voice-messaging service.

1.3. Network Picasa. If Customer wishes to provide network-hosted photo album service to its Desktop Device Subscribers or Phone Device Subscribers, then Customer shall not unreasonably refuse to use Network Picasa for this purpose if Google asks Customer to use Network Picasa. "Network Picasa” means Google’s photo hosting service.

1.4. Location Based Services. If Customer wishes to provide location based services (beyond what is otherwise covered by this Agreement) to its Desktop Device Subscribers or Phone Device Subscribers, then Customer shall not unreasonably refuse to use Google’s location based services whenever applicable if Google asks Customer to use Google’s location based services.

1.5. Other Services. If Customer wishes to provide other services to its Desktop Device Subscribers or Phone Device Subscribers, then Customer shall not unreasonably refuse to use a Google Service whenever applicable if Google asks Customer to use the relevant Google Service.

2. Customer’s Refusal of Other Google Services. When determining if Customer’s refusal is reasonable under Section 1, Customer may consider (a) the commercial terms upon which Google is offering the Google Service (including, without limitation, terms related to indemnification, limitations of liability, and data privacy/ownership/control), (b) the quality of the user experience of the Google Service, (c) the product and technical functionality of the Google Service, (d) whether the Google Service is Technically Feasible for particular devices, and (e) whether Customer’s use of the Google Service conflicts with any agreement that Customer is a party to on the Effective Date. For avoidance of doubt, Customer’s refusal to use a Google Service under Section 1 shall be deemed reasonable if Customer determines that the Google Service is materially inferior to a service offering from a third party after a reasonable evaluation of the Google Service by considering the factors in the previous sentence and reasonable good faith discussions with Google. Nothing in this paragraph is intended to prevent Customer from using the services of a third party if Customer properly refuses to use Google’s Services in accordance with this paragraph.

3. Exclusivity. If Customer uses a Google Service in this Rider, Customer agrees not to offer any services or applications to Subscribers that are substantially similar to that Google Service. For avoidance of doubt, this Rider does not restrict the ability of Subscribers to independently choose to use other third party services or applications and does not restrict Customer from technically supporting these choices of the Subscribers (such as by including widgets for these other third party services or applications within the Desktop Portal and Phone Portal).

4. Other Terms. The details of Customer’s use of other Google’s Services as contemplated by this Rider are subject to the future mutual agreement of the parties, including agreement on business and legal terms.

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Rider E

Desktop Portal — Google Maps

1. Generally. If Customer wishes to provide a maps and mapping services to its Desktop Device Subscribers, then Customer shall not unreasonably refuse to use Google Maps for this purpose if Google asks Customer to use Google Maps. “Google Maps” means Google’s map service.

2. Customer’s Refusal to Use Google Maps. When determining if Customer’s refusal is reasonable under Section 1, Customer may consider the following terms upon which Google is offering Google Maps: the ability to implement friend-finder and advertising on the maps, the economic costs of using Google Maps, the economic terms of advertising to be served on the maps, and data privacy/ownership/control issues. For avoidance of doubt, Customer’s refusal to use Google Maps under Section 1 shall be deemed reasonable if Customer determines that Google Maps is materially inferior to a service offering from a third party after a reasonable evaluation of Google Maps by considering the terms in the previous sentence and reasonable good faith discussions with Google. However, Customer cannot refuse to use Google Maps on the sole basis of other terms, if those other terms offered by Google are substantially the same as the terms included in [*****]. Nothing in this paragraph is intended to prevent Customer from using the services of a third party if Customer properly refuses to use Google Maps in accordance with this paragraph.

3. Exclusivity. If Customer uses Google Maps pursuant to this Rider, Customer agrees not to offer any services or applications to Subscribers that are substantially similar to Google Maps. For avoidance of doubt, this Rider does not restrict the ability of Subscribers to independently choose to use other third party services or applications and does not restrict Customer from technically supporting these choices of the Subscribers (such as by including widgets for these other third party services or applications within the Desktop Portal and Phone Portal).

4. Delay in Completing Arrangement for Customer’s Use of Google Maps. Notwithstanding anything to the contrary in this Rider E, to the extent that Customer and Google are unable to agree (with both parties negotiating in good faith and in a manner consistent with this Rider towards the goal of agreeing) upon the terms under which Google Maps would be provided to Customer by the later of: (i) sixty days following the Effective Date of this Agreement or (ii) ninety days prior to Customer’s planned initial public launch of its Desktop Portal (such launch date in Customer’s good faith judgment), then Customer may refuse to use Google Maps and deploy an alternate product and/or service in its place.

5. Other Terms. The details of Customer’s use of Google Maps as contemplated by this Rider is subject to the future mutual agreement of the parties, including agreement on business and legal terms.

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Rider F

Desktop Portal — Google Gadgets

1. Generally. As Technically Feasible, Customer agrees to provide a simple means for any Subscriber to place Google Gadgets on that Subscriber’s personalized start page on the Desktop Portal subject to the Syndicated Google Gadgets terms of service (the current form of which appears at http://www.google.com/webmasters/gadgets/terms.html or another URL as determined by Google, the "Syndicated Google Gadgets TOS”). Unless Customer and Google mutually agree to modify the gallery order, if Customer chooses to display a list or directory of Google Gadgets, Customer agrees not to block or highlight any particular Google Gadgets included by Google and not to change the order of the Google Gadgets from the order provided by Google; provided, that this sentence does not restrict Customer from providing functionality to enable Desktop Device Subscribers (i) to block or highlight any particular Google Gadgets included by Google or (ii) to change the order of the Google Gadgets from the order provided by Google. For avoidance of doubt, Customer may develop or offer non-Google widget applications on the Desktop Portal, as long as the attribution of source is clear. Customer and Google may mutually agree on a set of recommended Google Gadgets for Customer Subscribers to be made available via the Desktop Portal

2. Technical Contacts. Both Customer and Google shall maintain a technical point of contact to facilitate the discussion of any development, technical, and operations issues that may arise related to the integration described in Section 1.

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Rider G

Phone Portal and Phone Device – Search, Advertising and Google Phone Applications

1. Generally. As described in this Rider, Customer shall implement the GMSS Service (on the GMSS Sites and Customer Phone Applications) and distribute the Google Phone Applications (on Phone Devices, and potentially on Desktop Devices as contemplated by Section 1.5 of the Master Agreement), and otherwise implement the Google Applications and Google Services as follows.

2. Definitions. For the purposes of this Rider:

2.1. “Ad(s)” or “Advertising Results” means advertisements displayed by Google hereunder.

2.2. “Ad Revenue(s)” for any period during the Term means Ad revenues that are recognized by Google in such period and attributed to Ads.

2.3. “Client ID(s)” mean unique alphanumeric codes provided to and used by Customer as specified by Google (a) to enable Google to identify each query or request through the GMSS Service and (b) to enable Google to identify Directed Traffic through the Google Phone Applications. Google may assign and modify the number of Client IDs for each Google Service or Google Application provided under this Rider from time to time. Customer shall use Client IDs as instructed by Google, and shall provide such information to Google as Google may reasonably request with respect to the use and application of any Client IDs.

2.4. “Customer Phone Application” means any Customer application, widget, plug-in, helper, component or other executable code that runs on user’s Phone Device.

2.5. “Deduction” for any period during the Term means the sum of [*****].

2.6. “Directed Traffic” means traffic to Google generated directly from Subscriber use of the ISS, GMM, or YouTube Google Phone Applications (each as implemented in accordance with this Agreement).

2.7. “Fraudulent Act” means act(s) which (a) directly or indirectly generate queries, actions, or impressions of or clicks on search results or Ads through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); or (b) encourage or require Subscribers or any other persons, either with or without their knowledge, to click on Ads or take other actions with regard to Ads through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent.

2.8. “Google Phone Applications” means the machine-readable binary code version of the following Google Applications which are provided to Customer in connection with this Agreement (and any modifications or updates thereto that Google may make available hereunder from time to time in its sole discretion): Idle Screen Search (“ISS”), Google Maps for Mobile (“GMM”) and the YouTube application.

2.9. “GMSS Service” means the Google Service for mobile search (also known as Google Mobile Syndicated Search Service) made available by Google.

2.10. “GMSS Ads” means the Ads provided by Google to Customer under this Agreement through the GMSS Service.

2.11. “GMSS Advertising Results” means GMSS Ads transmitted by Google to Customer in response to a GMSS Query.

2.12. “GMSS Box” means a search box into which Subscribers may enter search queries. GMSS Boxes must be approved by Google and located on a GMSS Site or a Customer Phone Application that is approved by Google to access the GMSS Service.

2.13. “GMSS Protocol” means the protocol provided by Google for accessing the GMSS Service, as such protocol may be updated by Google from time to time.

2.14. “GMSS Query” means a query sent to Google by Customer to be processed by Google’s GMSS Service.

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2.15. “GMSS Site” means the Phone Portal and any other sites approved in writing by Google.

2.16. “GMSS Search Results” means GMSS Service search results transmitted by Google to Customer in response to a GMSS Query.

2.17. “Net Ad Revenues” for any period means Ad Revenues for such period MINUS the Deduction for such period.

3. GMSS Services for the GMSS Sites and Customer Phone Applications

3.1. Scope of GMSS Services. During the Term and subject to the terms and conditions of this Agreement, Google shall provide Customer with GMSS Search Results and GMSS Advertising Results through its GMSS Service for display on the GMSS Sites as permitted herein. Customer agrees to implement the GMSS Service as provided herein on the GMSS Sites upon launch of the Phone Portal, and to maintain such implementation thereafter during the Term. Customer agrees to implement the GMSS Service on any GMSS Site added thereafter to the extent permitted herein. Customer may elect to implement the GMSS Service as provided herein on Customer Phone Applications that are approved by Google to access the GMSS Service, and Customer agrees to maintain such implementation thereafter during the Term.

3.2. Implementation of GMSS Services. Unless otherwise agreed to by Google in writing, Customer shall implement the GMSS Services in a manner that: (a) conforms to the Google Mobile Branding Guidelines (located at the URL noted in Section 4.3 of the Master Agreement) (b) conforms to the screenshots and specifications to be mutually agreed upon by the parties; provided, that the parties shall determine in good faith which screenshots and specifications shall be acceptable as a basis for conformance; and (c) otherwise complies with the technical and implementation requirements provided by Google from time to time, including those instructions contained in the documentation setting forth the GMSS Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:

     (a) GMSS Boxes and Queries. Customer shall implement on each GMSS Site a GMSS Box for Subscribers to enter GMSS Queries. Customer may implement on approved Customer Phone Applications a GMSS Box for Subscribers to enter GMSS Queries. GMSS Boxes may only be located on a GMSS Site and approved Customer Phone Applications, and on no other website, application or property. Customer agrees to place the GMSS Box above the fold on the default page of the GMSS Site. The format and location of each GMSS Box on each GMSS Site and approved Customer Phone Application is subject to the written consent of Google, such consent not to be unreasonably withheld, conditioned or delayed. Unless (and then only to the extent) otherwise approved by Google in writing, Customer understands and agrees that: (a) queries sent to Google for processing under its GMSS Service may be initiated only by Subscribers entering text into GMSS Boxes on the GMSS Site and approved Customer Phone Applications as provided herein; and (b) Customer shall send any and all queries generated on the GMSS Site and approved Customer Phone Applications as provided in subsection (a) above to Google for processing under its GMSS Services in accordance with the requirements provided by Google, without editing, filtering, truncating, appending terms to or otherwise modifying such GMSS Queries, either individually or in the aggregate (except to add metadata as agreed in advance by Google). Notwithstanding anything to the contrary, Google shall have no obligation to process GMSS Queries that are not sent in compliance with the requirements of this Agreement.

     (b) Operation of GMSS Service. Customer shall ensure that each GMSS Query shall (i) be from a list of Valid IP Addresses approved by Google for the GMSS Service; (ii) contain a Client ID approved by Google for the GMSS Services; (iii) include Subscriber IP address and user agent information; and (iv) request no fewer than the minimum number of GMSS Ads as mutually agreed by the parties. Upon Google’s receipt of a GMSS Query, Google shall transmit a set of GMSS Search Results and set of GMSS Advertising Results, each to the extent available, via Google’s network interface in accordance with the GMSS Protocol. Customer shall then display, in each instance, the entire set of GMSS Search Results and set of GMSS Advertising Results that corresponds to such GMSS Query in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding content to or otherwise modifying such set of GMSS Search Results or set of GMSS Advertising Results.

     (c) Labeling, Branding and Attribution. Each GMSS Box located on a GMSS Site and each page containing a set of GMSS Search Results shall conspicuously display a graphic module, in the form as provided by Google from time to time, that unambiguously indicates that the set of GMSS Search Results are provided by Google. Customer agrees that it shall not in any way imply that information other than the GMSS Search Results sets are provided by Google, unless otherwise expressly provided herein. Customer shall unambiguously mark each GMSS Ad, or each cluster or grouping of GMSS Ads, as a “Sponsored Link” or “Sponsored Links,” as the case may be, unless otherwise

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instructed or agreed by Google. In any event, Google reserves approval authority to ensure that GMSS Ads are labeled in a manner so as to sufficiently distinguish them from search results.

3.3. Customer Phone Applications. Customer may not access the GMSS Service (or any other Google Service) through a Customer Phone Application, until and unless Google has given written approval at Google’s sole discretion. If Customer wishes to access the GMSS Service through a Customer Phone Application, then Customer will request approval from Google and provide all reasonable information (about the Customer Phone Application and how Customer proposes to access, render, and display the GMSS Service from the Customer Phone Application) requested by Google to enable Google to evaluate the Customer Phone Application. Following the initial approval, to the extent that Customer materially changes the way in which the GMSS Service is accessed, rendered, or displayed in a Customer Phone Application, Google (i) may review and approve such changes with such approval not to be unreasonably withheld or delayed and (ii) may (in the event Google disapproves of such changes) suspend any continued use of the GMSS Service from the Customer Phone Application until such time as Customer implements adequate corrective modifications as reasonably required and determined by Google. Furthermore, Customer agrees to comply with the Google software principles at http://www.google.com/corporate/software_principles.html (as may be updated by Google from time to time) in connection with any Customer Phone Applications that are used to access the GMSS Service. Google may require Customer to immediately cease accessing the GMSS Service through an approved Customer Phone Application if Google reasonably believes that Customer is not complying with the Google software principles; provided, if Google requires Customer to cease accessing the GMSS Service in connection with any Customer Phone Application, Customer may continue to offer such Customer Phone Application without the Google Services, and, at Customer’s option, with an alternative mobile search service notwithstanding Section 6.1 herein. Furthermore, for avoidance of doubt, the statements throughout this Rider that require Customer to maintain an implementation of the GMSS Service with an approved Customer Phone Application does not mean that Customer has any obligation to continue distributing the approved Customer Phone Application.

3.4. Prohibited Actions. Section 2.1 (Prohibited Actions) of Rider A shall apply to Customer’s implementation of the GMSS Service (as if the GMSS Search Results are the “Search Results”, the GMSS Advertising Results are the “Advertising Results”, and the GMSS Sites are the “Sites” as defined therein). In addition to the termination rights provided in the Master Agreement, Google may terminate this Rider or the provision of Google services hereunder immediately upon written notice if Customer breaches this paragraph.

3.5. License to GMSS Protocol. Google grants to Customer a limited, nonexclusive and non-sublicensable license during the Term to use the GMSS Protocol solely for the purpose of transmitting GMSS Queries and other required information and receiving and displaying sets of GMSS Search Results and sets of GMSS Advertising Results solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are reserved to Google.

4. Google Phone Applications.

     4.1. Google Phone Applications License Grant. Subject to the terms and conditions of this Agreement, Google hereby grants to Customer a royalty-free, nontransferable, non-sublicensable, nonexclusive license during the Term to (a) reproduce the Google Phone Applications to the extent necessary to exercise the right granted in the following clause (b) and (b) distribute the Google Phone Applications directly to Phone Device Subscribers in the Territory as permitted by Section 4.5. At its sole discretion and with reasonable notice, Google may elect to restrict or revoke Customer’s right to distribute any one (or all) of the Google Phone Applications for certain devices, certain methods of distribution, or in the entirety.

     4.2. License Grant Restrictions. Customer shall not (and shall not encourage/assist third parties to and shall use commercially reasonable efforts to prevent any third parties from doing the following): (a) disassemble, de-compile or otherwise reverse engineer the Google Phone Applications or otherwise attempt to learn the source code or algorithms underlying the Google Phone Applications; (b) modify or create derivative works from or based on the Google Phone Applications; (c) except as expressly set forth in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Google Phone Applications to any third party; (d) use the Google Phone Applications for timeshare, service bureau, or other unauthorized purposes; (e) bundle the Google Phone Applications as part of the download/installation process, with any other software, application, code, file, data, or other materials or information for contemporaneous download/installation; or (f) exceed the scope of any license granted to Customer hereunder.

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4.3. Delivery. Upon availability, Google shall deliver the Google Phone Applications to Customer. For the sake of clarity, the parties acknowledge and agree that Google has no obligation to develop or deliver any Google Phone Application, and any such development or delivery is at Google’s sole discretion.

4.4. Distribution, Placement and Appearance.

     (a) ISS Application. Upon Google’s prior written approval and with an implementation of Client IDs, Customer shall distribute the ISS Application as follows: The ISS Application shall be (i) preloaded on Phone Devices and shall be placed above the fold on the “Idle Screen” of the Phone Device (the display of a Phone Device that appears when the Phone Device is in idle mode, which typically appears before any other screens or menus, and typically displays functions such as day/date and screensaver/wallpaper), and (ii) prominently made available for download from the Phone Portal and other Customer-hosted websites. Within the user interface of each Phone Device, Customer will ensure that the ISS Application is displayed more prominently than any Customer Phone Application that accesses the GMSS Service or any Customer Phone Application that offers web search functionality. Notwithstanding the foregoing, Customer is not required to preload and place the ISS Application (pursuant to clause (i) of this paragraph) on a particular Phone Device if (1) Customer does not provide material design input and (2) Customer does not require the installation of applications other than a basic connection manager application.

     (b) GMM and YouTube Applications. Upon Google’s prior written approval and with an implementation of Client IDs, Customer shall distribute the GMM and YouTube Applications as follows: The GMM Application and YouTube Application shall be (i) preloaded on Phone Devices and shall be placed under a Google Launch Tile that is placed above the fold on the “Idle Screen” of the Phone Device (the display of a Phone Device that appears when the Phone Device is in idle mode, which typically appears before any other screens or menus, and typically displays functions such as day/date and screensaver/wallpaper), , and (ii) prominently made available for download from the Phone Portal and other Customer-hosted websites. “Google Launch Tile” means an icon branded with a Google Brand Feature (as approved by Google) that when selected (or scrolled over) reveals the GMM Application and YouTube Application, and other Google links or applications as may be mutually agreed by the parties. Notwithstanding the foregoing, Customer is not required to preload and place the GMM Application and YouTube Application (pursuant to clause (i) of this paragraph) on a particular Phone Device if (1) Customer does not provide material design input and (2) Customer does not require the installation of applications other than a basic connection manager application.

     (c) Non-Google Items. For avoidance of doubt, this Section 4.4 does not restrict Customer’s ability to place other non-Google items above the fold on the “Idle Screen” of the Phone Device.

4.5. Form of Distribution Offering. Customer shall not: (a) offer or distribute the Google Phone Application to any third party (other than Subscribers as permitted by this Rider); (b) serve or otherwise place any advertisements during the download or installation process of the Google Phone Application; (c) offer, download or install, or allow any third party to offer, download or install, any additional products during the download or installation process of the Google Phone Application; or (d) download, preload, install or launch any Google Phone Application (or otherwise act or fail to act) such that a Subscriber is denied the opportunity to review and accept (or reject) the relevant Google terms of service.

4.6. GPS and Over-the-Air Updates. The parties shall cooperate and coordinate in order to complete Customer (and any other third party) certification and GPS-enabling of relevant Google Phone Application(s). Additionally, Google may auto-update Google Phone Applications over-the-air at Google’s discretion, and Customer shall not prevent such over-the-air auto-updates.

4.7. Accurate Reproduction. Customer agrees that in connection with its exercise of the right granted in Section 3.1 of this Agreement it shall accurately reproduce the Google Phone Applications without modification. Google agrees that it shall use commercially reasonable efforts to not insert into the Google Phone Applications any viruses, worms, date bombs, time bombs, or other code that is specifically designed to cause the Google Phone Applications to cease operating, or to damage, interrupt, or interfere with any Google Phone Applications or Subscriber data.

4.8. Bug Fix Updates for Google Phone Applications. To the extent that Customer is distributing a particular Google Phone Application and Google generally makes available bug fix updates to that Google Phone Application for its other similarly situated distribution partners, then Google will make the bug fix updates available to Customer.

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5. Payment. Regarding the GMSS Service and the ISS, GMM and YouTube Google Phone Applications, the parties shall make the payments set forth in Exhibit 1 to this Rider G. Except as set forth in Exhibit 1, neither party shall be required to account to the other or otherwise make any payment to the other in respect of the Google Services or Google Applications implemented by this Rider G. Customer and Google may each retain any other revenue generated from provision of their respective services. Customer shall not charge fees to Subscribers for Google products or services over and above regular data use charges.

6. [*****] Future Google Products and Services.

6.1. [*****].

6.2. Future Google Products and Services. During the Term, should Google make available any products or services not described in this Rider G that would be appropriate for the Phone Portal or Phone Devices, the parties shall negotiate in good faith with the intent of Customer implementing and distributing such Google products and services.

7. Miscellaneous.

7.1. Implementation Requirements. The parties shall comply with the implementation requirements contained Exhibit 2 to this Rider G.

7.2. Links to Google Sites. Upon Google’s prior written approval, Customer shall place links to the following Google sites within relevant and easily discoverable (i.e., as few clicks as possible and above the fold) locations within the Phone Portal and (where within Customer’s control) upon Phone Devices: Gmail site, YouTube site, Google Phone Application download site, and other sites as may be agreed to by the parties.

7.3. 1-Click Upload Implementation. Customer shall preconfigure the Phone Devices within its control to enable 1-click upload to the Google Picasa and YouTube services subject to such enabling being Technically Feasible for the particular Phone Devices.

7.4. IMAP Implementation. If a Phone Device can be preconfigured for IMAP settings, to the extent Technically Feasible, Customer shall preconfigure the Phone Devices within its control to access the Google Gmail service. Google shall provide access to the Brand Features relevant to such implementation.

7.5. Webkit Browsers. To the extent that Customer (or any affiliated party) specifies installation requirements, installs, or makes available web browsers for the Customer Network or Phone Devices, then all such web browsers shall (a) be based on the open source web browser engine known as ‘Webkit’, (b) be installed with support for “Google Gears” if Technically Feasible, and (c) include a default capability for the user to utilize Google’s search services through a toolbar functionality or similar user interface as mutually agreed by Customer and Google.

7.6. Search and Advertising for MVNO Partners. For Customer’s MVNO partners or resellers who utilize the Phone Portal infrastructure, Google may at Google’s option permit these MVNO partners or resellers to use the search and advertising services described in this Rider G that Customer is using for the Phone Portal. At Google’s option, Customer shall use commercially reasonable efforts to promote adoption of these search and advertising services by Customer’s MVNO partners and resellers. Customer shall keep Google informed of its MVNO partnerships and reseller relationships.

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Exhibit 1 to Rider G

Payments

1. [*****]

     1.1. [*****].

     1.2. [*****].

     1.3. [*****].

     1.4. [*****].

     1.5. [*****].

2. [*****].

3. Payment Terms.

     3.1. Google may send a uncompensated test queries and uncompensated test traffic to the GMSS Sites, Customer Phone Applications, and Google Phone Applications, or make uncompensated clicks on or generate uncompensated impressions of or actions regarding Ads at any time. The number of clicks on or impressions of Ads, or other relevant metrics, as compiled by Google, shall be the number used in calculating payments hereunder. Payments required under this Section shall be made by the last day of the calendar month following the calendar month in which the applicable Ads were displayed. Google’s obligation to make payments under this Section shall not commence until (i) Google’s technical personnel provide written approval pursuant to this Rider of Customer’s implementation of Google’s products and services, and (ii) Google, at its sole discretion and under no further obligation, decides to implement and generate revenue from Ads in connection with such Google products and services. Customer shall not enter into any arrangement or agreement under which any third party pays Customer revenue share, fees or any premium, Customer pays any third party revenue share, fees or any premium, or Customer otherwise confers or receives a benefit for or in connection with this Rider G or the Google products and services described therein.

     3.2. Google shall not be liable for payment in connection with (a) any amounts which result from invalid queries or invalid impressions of (or clicks on) Ads, or invalid actions regarding Ads, generated by any person, bot, automated program or similar device, including, without limitation, through any Fraudulent Act, in each case as reasonably determined by Google; or (b) impressions of Ads, clicks on Ads or actions regarding an Ad delivered through an implementation which is not initially approved by Google pursuant to the Agreement, does not correctly use the Client ID or subsequently fails to meet Google’s implementation requirements and specifications.

     3.3. All payments due under this agreement shall be in U.S. Dollars. Payments to Customer (if by wire transfer) shall be made to the account notified to Google by Customer for that purpose. Payments to Google (if by wire transfer) shall be made to the account specified in Rider A or another account notified to Customer by Google for that purpose. Google reserves the right to withhold and offset against its payment obligations under this Agreement, or to require Customer to repay to Google within thirty (30) days of request for such repayment, any amounts which Google may have previously overpaid to Customer in relation to this Agreement.

     4. Reporting. Google will provide monthly reports to Customer detailing Ad Revenues earned by Customer under this Rider. Google will also give Customer other reports and access to reporting tools that Google generally makes available to other partners that are using the Google Services or distributing the Google Phone Applications covered by this Rider.

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Exhibit 2 to Rider G

Implementation Requirements

1. Prior to any implementation, Customer shall:

a.	Deliver to Google fully active sample Phone Devices representative of Phone Devices used by Subscribers with appropriate data access plans and unlimited credit during the Term so that Google may use such Phone Devices to test the operation and presentation of relevant Google products, services and sites.
b.	Notify Google (using a web application to be provided by Google) of certain Phone Device parameters.
c.	Monitor and collect all “UserAgent” http headers from Customer’s mobile gateways and submit to Google all unique “UserAgent” http headers with their associated usage frequencies.
d.	Provide free access to all APIs and associated data in order to allow Google to optimize the Google products and services (such as Device ID, session ID, billing API, location API (when available), and any other APIs and enablers generally offered by Customer to partners).
e.	Provide any and all other information and/or reasonable assistance necessary to allow Google to deliver the Google Phone Application(s) and make the Google Phone Application(s) (including over-the-air updates thereto) available on the Customer Network and the Phone Devices.

2. Google may from time to time provide Customer with a Google Phone Application and tests that should be run on Phone Devices (which may represent families of Phone Devices) on which such Google Phone Applications shall be loaded to assure the operation and presentation of such Google Phone Application. In such an event, Customer shall use commercially reasonable efforts (considering the demands on Customer’s personnel and facilities, among other things) to timely execute and provide to Google the test results.

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Rider H

[*****]

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Rider I

Network Provisions

1. New Definitions.

     1.1. “Cell Tower Location Fix” means, with respect to a specific Device, a location fix comprising the longitude and latitude of the cell tower with which a Device is communicating, to the extent such a fix is available based upon the specific Device and other technical limitations.

     1.2. “Cell Sector Location Fix” means, with respect to a specific Device, a location fix associated with such Device and designated by a subsection of a cell tower footprint known as the cell sector containing such Device, to the extent such a fix is available based upon the specific Device and other technical limitations.

     1.3. “Premium Location Data” means any location data collected by Customer from any given Device that is neither Cell Tower Location Fix data nor Cell Sector Location Fix data, including, without limitation, GPS fix data, AGPS (assisted GPS) fix data and AFLT (advanced forward link trilateration) data; provided, that this definition does not include Subscriber IP address data which is handled separately in this Agreement.

     1.4. “Subscriber Location Data” means non-personally identifiable location data for a Subscriber associated with a Device connected to the Customer Network, such data comprising Cell Tower Location Fixes, Cell Sector Location Fixes and Premium Location Data, each to the extent collected by Customer; provided, that this definition does not include Subscriber IP address data which is handled separately in this Agreement.

2. Subscriber Location Data. Subject to the conditions of this Agreement including Section 4 below, Customer shall provide Google with access to Subscriber Location Data for the uses permitted by Section 4 below. Notwithstanding the foregoing or anything else in this Rider or Agreement, Customer shall not be obligated to provide Subscriber Location Data beyond that permitted by applicable law. Without limiting the foregoing, Google acknowledges that Customer may provide Subscribers with notice and obtain Subscriber’s consent prior to disclosing Subscriber Location Data to Google and that such notice and consent will be developed and approved solely by Customer. In the event Customer determines that a Customer controlled notice and consent regime is not practicable, Customer and Google will cooperate in good faith to provide prior notice and to obtain affirmative consent from Subscribers.

3. Tower Location Data. Customer shall provide Google with tower location data consisting of location data associated with Customer Network towers (“Tower Location Data”) for the entire Customer Network, to be updated on a quarterly basis for use in connection with (a) Google middleware on devices, (b) Google products and services, and (c) improving the Google location platform; provided, that the amount of information available in the initial release and any subsequent quarterly release may be subject to the availability of this information from Customer’s technology suppliers.

4. Location Data and Fees.

     4.1. Non-Premium Location Data. Customer shall provide Google with all Tower Location Data, Cell Tower Location Fix data and Cell Sector Location Fix data free of charge. Google may use this Tower Location Data, Cell Tower Location Fix data and Cell Sector Location Fix data in connection with (a) Google middleware on devices, (b) Google products and services, and (c) improving the Google location platform.

     4.2. Premium Location Data for Free. If at any time during the Term any Google Application or Google Service (but excluding the Google Desktop Applications in Rider B) as defined in this Agreement and as provided to Customer can utilize a certain type of Premium Location Data and to the extent that Customer is collecting data of such type, then Customer shall provide Google with all Premium Location Data of that type free of charge. Google may use this free Premium Location Data only in connection with any Google Application or Google Service (but excluding the Google Desktop Applications in Rider B) provided that such Google Application or Google Service is provided to Customer hereunder and provided that such Premium Location Data is used with such Google Application or Google Service in a way that Customer’s Subscribers can benefit from the Premium Location Data in the same way (or greater way) than other users of the applicable Google Application or Google Service and provided further that Google’s use shall be expressly subject to Section 2.3 of Rider K.

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     4.3. Premium Location Data for Price. If at any time during the Term, if Google otherwise desires access to a type of Premium Location Data for purposes broader than those stated in Section 4.2, then to the extent that Customer is collecting data of such type and makes such type of Premium Location Data available to one or more third parties, then Customer will offer such type of Premium Location Data to Google at a price no higher than the lowest price charged by Customer to any third party for such type of Premium Location Data. If Google obtains Premium Location Data from Customer under this Section 4.3, Google may use this Premium Location Data in connection with (a) Google middleware on devices, (b) Google products and services, and (c) improving the Google location platform, but in each case subject only to the restrictions contained in Section 2.3 of Rider K.

5. Customer Location Platform. To the extent Technically Feasible, Customer shall evaluate Google’s location-based service APIs. If these Google APIs meet the technical functionality reasonably required by Customer, then Customer and Google shall strongly promote these Google APIs for use by the industry organization known as the WiMAX Forum. Regardless of whether or not the WiMAX Forum uses these Google APIs, Customer shall ensure interoperability of Customer’s products and services with these Google APIs to the extent commercially and technically reasonable. Google understands that Customer shall create standard service offerings for location information as a network enabler, and that Customer shall offer these service offerings for location based services data that is not provided for Google applications, services or middleware as described above.

6. Customer Location and GPS APIs. Customer shall provide Google with free access to all necessary Customer location and GPS APIs (subject to generally applicable licensing terms, provided that in the event of a conflict between this Agreement and the applicable licensing terms, this Agreement shall control).

7. Quality of Network. Customer shall provide reports to Google on a regular basis (the time of which will be mutually agreed to by the parties, but no less frequently than every six months) with broadband deployment data and other technical details about the Customer Network to the extent such data and details are available to Customer, including:

       (a) Network report: (i) sector level performance reports (monthly) which shall include, at a minimum, network availability, service down-time and (ii) sector Subscriber capacity reports;

       (b) Tower locations;

       (c) Average GBytes per user per month;

       (d) Peak traffic by market in Mpbs per shown over time of day;

       (e) Frequency channels available for use in each market;

       (f) Frequency actually deployed in each area; and

       (g) Any other information mutually agreed by the parties from time to time.

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Rider J

Development and Cooperation

1. [*****].

2. [*****].

3. Android Support. Customer shall support the Android platform as distributed by Google under the Apache 2.0 (or similar) royalty-free open source license (“Android”) and shall advocate use of Android to all applicable device makers. When Customer releases any Customer client applications or services, Customer shall release Android compatibility for these client applications or services either before or at the same time that these client applications or services are released for use on other non-Android platforms. The requirement in the previous sentence shall not apply to client applications or services that are specifically designed for specialized use on a particular non-Android platform. For avoidance of doubt, this paragraph does not preclude Customer from offering non-Android platforms to mobile device makers and Customer Subscribers.

4. Dual-Mode Qualification. Customer shall invite Google to participate as a member of the Customer technical team working on dual-mode qualification.

5. Video on Customer Network. Google and Customer shall collaborate to enable high quality mobile video on the Customer Network.

6. Widgets. Google and Customer shall collaborate on a variety of widgets that shall take advantage of the Customer Network. If technically feasible and commercially reasonable, the focus of this collaboration may include enhancements to the Google applications and services described in this Agreement as well as new widgets that uniquely take advantage of aspects of the Customer Network, such as location data and quality of service.

7. Maps and Location Data Collaboration. Google and Customer shall collaborate on a variety of applications and services that shall take advantage of the location data collected by Customer.

8. Other Collaborations. Google and Customer reasonably shall engage in experimental collaborations for new applications and services.

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Rider K

Privacy and Data Protection

1. Additional Definitions

1.1. “Subscriber Registration Information” means that portion of Subscriber registration information provided by Subscribers to Customer and Google through the registration process that is required by Google to enable the “single sign on” functionality for the Hosted Communication Services.

1.2. “Other Subscriber Information” means all information about Subscribers that either Customer collects in association with its provision of Subscriber services or that Google collects in association with its provision of the Google products and services, but excluding Search Query Data, Search IP Address Data, Search User Agent Data, and Subscriber Registration Information.

1.3. “Search IP Address Data” means the IP addresses of Subscribers that submit a search query into a Local Search Box, a WebSearch Box, or GMSS Box as collected from Subscribers through the Sites, Customer Desktop Applications, GMSS Sites, or Customer Phone Applications for the purpose of being made separately available to Customer and Google.

1.4. “Search Query Data” means the search keywords entered by Subscribers into a Local Search Box, a WebSearch Box, or GMSS Box as collected from Subscribers through the Sites, Customer Desktop Applications, GMSS Sites, or Customer Phone Applications for the purpose of being made separately available to Customer and Google.

1.5. “Search User Agent Data” means the browser version, language, and host operating system of Subscribers’ systems used to enter search queries.

2. Ownership and Use of Information and Data

2.1. [*****].

2.2. [*****].

2.3. [*****].

2.4. [*****].

3. Privacy Laws. Each party will comply with all privacy, data and information security, and other laws, regulations and governmental and industry standards and requirements that apply to it and its performance under this Agreement. During the Term, neither party will knowingly take any action that could contribute to or cause the other party to be in violation of any laws.

4. Customer Portal Control; Presentation of Privacy Policies; Safeguards.

4.1. Customer Portal Control. Customer shall have sole and exclusive control over the Customer Portal, including without limitation, control over any web pages or other mechanisms used by Customer to provide terms, disclosures or notifications to Subscribers, provided that (1) Google maintains its approval rights over the way Customer deploys the Google products and services as otherwise described in this Agreement, (2) Google maintains the right to approve the appearance of its Brand Features on the Sites as described in the Agreement, and (3) the other requirements described in this Section 4 shall apply. Google acknowledges that Customer may require that Subscribers be bound by certain Customer terms and conditions and policies governing use of various services (other than the Google products and services made available by Google) within the Customer Portal as well as the use of the Customer Portal (“Customer Subscriber Terms”). Notwithstanding the above or anything else to the contrary, Google shall have no responsibility for enforcing any of the foregoing Customer Subscriber Terms entered into between Customer and any Subscriber.

4.2. Presentation of Privacy Policies. The parties agree that they will independently prepare their respective privacy policies in a manner that is clear, accurate, current and conspicuous. Each of the parties also agree that its own privacy policy will, at a minimum, provide adequate and appropriate notice and disclosure to Subscribers with respect to its

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collection, use, transfer, storage and other aspects of its handling of data. For purposes of clarification, Google and Customer each will control its own privacy policy.

4.3. Safeguards. The parties acknowledge that they are each responsible for protecting against any unauthorized collection, disclosure and use of, and access to, any and all Search Query Data, Search IP Address Data, Search User Agent Data, Subscriber Registration Information, and Other Subscriber Information in its possession or over which it has temporary or permanent control. Accordingly, each party agrees to employ appropriate administrative, physical, and technical safeguards that are designed to prevent the unauthorized collection, access, disclosure, and use of such Subscriber information.

5. Location of Information. To the extent consistent with applicable law and the Google Privacy Policy, Google may store and process the Search Query Data, Search IP Address Data, Search User Agent Data, Subscriber Registration Data, and Other Subscriber Information (that it collects pursuant to section 2.4(b) above), in the United States or any other country in which Google or its agents maintain facilities; provided that Google privacy and security standards applicable to the United States shall be maintained in such other countries with respect to such data (except where higher security standards with respect to such foreign storage and processing are required by applicable law or regulation). To the extent consistent with applicable law and the applicable Customer privacy policy, Customer may store and process the Search Query Data, Search IP Address Data, Search User Agent Data, Subscriber Registration Data, and Other Subscriber Information (that it collects pursuant to section 2.4(a) above), in the United States or any other country in which Customer or its agents maintain facilities; provided that Customer privacy and security standards applicable to the United States shall be maintained in such other countries with respect to such data (except where higher security standards with respect to such foreign storage and processing are required by applicable law or regulation).

6. Miscellaneous. The rights and obligations in Sections 2, 3, and 5 of this Rider will survive the termination or expiration of this Agreement for any reason. The parties agree that this Rider is intended to address the collection, holding, use and disclosure of data under the Agreement, and will interpret the provisions of the Agreement consistent with that understanding. Because a breach of any Google’s obligations in Section 2 of this Rider may result in irreparable harm to Customer, for which monetary damages may not provide a sufficient remedy, Customer may seek both monetary damages and equitable relief for such a breach. Because a breach of any Customer’s obligations in Section 2 of this Rider may result in irreparable harm to Google, for which monetary damages may not provide a sufficient remedy, Google may seek both monetary damages and equitable relief for such a breach.

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EX-10.29

Exhibit 10.29

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

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Subject to Nondisclosure Obligations

SPECTRUM AGREEMENT

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”).

1. Generally.

1.1. As described in this Agreement, Customer and Google have agreed to pursue certain opportunities relating to alternative uses of Customer’s excess 2.5GHz spectrum in the United States as set forth below. The parties have entered into this Agreement to set forth their mutual understanding of the relationship between Google and Customer with respect to alternative uses of Customer’s excess 2.5GHz spectrum in the United States.

2. Nature of spectrum collaboration.

2.1. The parties agree that Customer (and any successor, assignee, acquirer or transferee of Newco’s spectrum) intends to use its 2.5 GHz spectrum in the U.S. for managed, facilities-based communications services, utilizing mobile WiMax technology and otherwise. All such use is defined in this Agreement as “Primary Use.” Any use of Newco’s U.S. 2.5 GHz spectrum that is other than for Primary Use will be defined in this Term Sheet as “Secondary Use.”

2.2. Customer will make available to Google certain of its excess 2.5GHz spectrum in one or more markets as mutually agreed, for the experimental purposes described in Sections 2.5, 3 and 4 of this Agreement. Pursuant to Section 4, following successful completion of the trials described in Section 2.5, Customer will make its excess spectrum available across the United States for the purposes of developing Secondary Uses consistent with the uses described in this agreement.

2.3. All Secondary Use of spectrum will occur under the direction of a joint Customer/Google technology team, to be established pursuant to Section 8 of this Agreement. All Secondary Use will be subject to Customer’s approval, in accordance with all the provisions of this Agreement, and will not violate any of Customer’s contractual obligations, including spectrum leases and debt covenants, and will comply at all times with all applicable FCC rules.

2.4. At no time will Google undertake any Secondary Use of spectrum in a manner that would interfere with Customer’s Primary Use of its spectrum.

2.5. The parties agree to pursue in good faith a trial of methods whereby Customer’s excess spectrum will be made available to third parties for Secondary Uses through Google-developed or Google-sponsored technology. Such Secondary Use is to be in compliance with Section 2.4 of this Agreement

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and is to be technologically feasible, from Customer’s reasonable perspective. The trial will take place as set forth in Section 4 of this Agreement.

2.6. The actual availability of excess spectrum for Secondary Uses will be reasonably determined by NewCo based on Newco’s actual or planned use of its spectrum which will vary from time to time.

2.7. Both Parties agree that metrics will be put in place to provide for technical testing of the spectrum and the technology to be used. The joint Customer/Google technology team established under Section 8 of this Agreement will develop these metrics prior to the review of technical feasibility called for in Section 2.5.

3. Use of Spectrum.

3.1. Google will undertake experimental tests of different Secondary Uses of spectrum, including, but not limited to, [*****] (as discussed below in Section 4). Such tests will be at the discretion of Google and may involve varying amounts of spectrum, including [*****].

3.2. During the term of the Spectrum Agreement, Google and Customer will engage in experimental collaborations for new services, using excess spectrum available for Secondary Use.

3.3. Customer will make reasonable efforts to support Google’s experiments to find successful ways of implementing Secondary Uses.

4. [*****].

4.1. Google will use the spectrum provided by Customer, in part, to test the concept of [*****].

4.2. [*****].

4.3. [*****].

4.4. The trial provided for in this Section 4 may begin as soon as [*****] described in Section 4.3 has been determined and approved. The parties contemplate that the trial will be undertaken over a period of [*****].

4.5. Upon successful completion of the trial contemplated by this Section 4, showing that [*****] is functioning successfully, the parties agree that Customer will work with Google to allow for Secondary Use of spectrum nationwide, using Google technology. Successful completion of the trial will include Customer’s determination that the Secondary Use results in no interference with Customer’s Primary Use and is technologically feasible.

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5. Revenue.

5.1. The parties anticipate that all of the Secondary Uses to be implemented by Google will generate revenue.

5.2. The parties will share such revenue. They agree to negotiate the terms of such revenue sharing, on an equitable basis, with respect to each Secondary Use that is mutually agreed to be implemented.

5.3. In all circumstances, the parties agree that Secondary Uses of spectrum will be intended to provide Customer with an economic return that takes into account the fair value of the spectrum.

6. Term.

6.1. The initial term for this Agreement will be [*****] from the execution of the Agreement.

6.2. No later than one hundred (180) days prior to the end of the initial term, the joint Customer/Google technology team will revisit the terms of Secondary Use and the results of all technology trials or implementations that have occurred.

6.3. During the last one hundred (180) days of the initial term, the parties will determine whether to extend the term of this Agreement and, if so, on what terms and conditions. Customer’s evaluation will include a consideration as to whether Google’s Secondary Uses generate an acceptable return on Customer’s investment in spectrum as compared to alternative opportunities to generate a return.

6.4. In the event of a breach of this Agreement by either party, the non-breaching party may provide written notice to the breaching party of such breach. In the event that the breaching party does not cure such breach within thirty (30) days of receiving the notice of breach, the non-breaching party may terminate this Agreement; provided, however that if such breach relates to an action that causes or is reasonably likely to cause material interference to Customer’s Primary Use or the loss of spectrum, this Agreement will terminate immediately if the action or inaction causing the breach continues more than 24 hours follow receipt of written notice.

7. Regulatory issues.

7.1. The parties will cooperate to ensure that all Secondary Use of spectrum comply with all applicable laws and all applicable FCC rules and regulations, as well as all leases or other agreements affecting the use of Customer’s spectrum.

7.2. The parties will cooperate and execute all documents necessary to ensure such compliance, including the preparation and filing of any required FCC applications to permit the Secondary Uses of spectrum described in this Agreement.

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8. Joint Customer/Google technology team.

8.1. The parties agree to form a joint technology team, comprised of three (3) representatives from each party, to manage the activities called for in this Agreement. Each party will designate individuals to serve on this team, and each party has the right to substitute new individuals as members upon written notice to the other party.

8.2. The joint technology team will be formed within sixty (60) days of the execution of the Agreement.

8.3. The members of the joint technology team will work cooperatively to implement the terms of this Agreement. They will serve as the first point of discussion between the parties for all issues related to the spectrum sharing provided for in this Agreement.

8.4. The parties, through the joint technology team, will devise a methodology for identifying spectrum available for Secondary Use. The methodology may include, among other things:

     (a) dynamic detection of available spectrum;

     (b) a process whereby Customer will provide written notification to Google of availability of spectrum for Secondary Use; and/or

     (c) a reasonable period of time, to the extent feasible, within which, after Customer has either begun or stopped using certain spectrum for Primary Use in a specific area, Customer will provide notice concerning the availability of this spectrum.

9. Confidentiality; Publicity.

9.1. Confidentiality. “Confidential Information” is information disclosed by one party (“disclosing party”) to the other party (“receiving party”) under this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. This Agreement imposes no obligation upon a receiving party with respect to Confidential Information that: (i) is known at the time of the disclosing party’s disclosure thereof to the receiving party; (ii) is, or becomes, publicly known, through no fault of the receiving party subsequent to the time of the disclosing party’s disclosure thereof to the receiving party; (iii) is developed by the receiving party independently of, and without use of, the Confidential Information; (iv) is rightfully obtained by the receiving party from third parties authorized to make such disclosure without restriction; (v) is identified in writing by the disclosing party as no longer proprietary or confidential; or (vi) is required to be disclosed by law, regulation, or court order after giving reasonable notice to the disclosing party.

9.2. Duty of Confidentiality. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party other than: (i) to the receiving party’s employees, agents, professional

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services advisors, and affiliates who need to know it and who have agreed in writing to keep it confidential. Those people and entities may use Confidential Information only to exercise rights and fulfill obligations under this Agreement. A receiving party will use the same degree of care, but no less than a reasonable degree of care, as the receiving party uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (a) any use of Confidential Information in violation of this Agreement and (b) communication of Confidential Information to any unauthorized third parties.

9.3. Publicity. Neither party will issue any public announcement regarding the existence or content of this Agreement without the other party’s prior written approval.

10. Representations, Warranties and Disclaimer.

10.1. Each party represents and warrants that it has full power and authority to enter into the Agreement and that the execution and delivery of this Agreement, and the performance of its obligations hereunder, shall not constitute a breach or default of or otherwise violate any agreements to which either party is a party on the Effective Date. Except as expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

11. Indemnification.

11.1. Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, and employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnity based upon or otherwise arising out of a claim alleging facts that would constitute a breach of Google’s representations and warranties made in Section 10.

11.2. Customer Indemnity. (a) Customer will indemnify, defend, and hold harmless Google and its respective directors, officers, agents and employees (collectively “Google Indemnitees”) from any third party lawsuit or proceeding brought against a Google Indemnitee based upon or otherwise arising out of a claim alleging facts that would constitute a breach of Customer’s representations and warranties made in Section

11.3. General. (a) Indemnification provided under Sections 11.1 and11.2 shall be limited to (i) payment by the indemnifying party (“Indemnitor”) of all damages and costs finally awarded for such claim, (ii) all interim damages and costs that a court may require an Indemnitee to pay for such claim, (iii) settlement costs approved in writing by the Indemnitor, and (iv) costs incurred by the Indemnitee, if any, (including without limitation attorney fees) in the defense of the claim (b) The foregoing obligations shall exist only to the extent not prejudiced by any failure of the party seeking indemnification (“Indemnitee”) to: (i) promptly

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notify the Indemnitor of such claim, (ii) provide the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give the Indemnitor full control and sole authority over the defense and settlement of such claim; provided, however, that the Indemnitor may not settle any claim to the extent there is any acknowledgement of fault of the Indemnitee without the Indemnitee’s written consent, such written consent not to be unreasonably withheld or delayed. (c) As part of providing the reasonable information, assistance and cooperation described in (ii), the Indemnitee shall not be required to incur out of pocket costs, unless the Indemnitor agrees to reimburse the Indemnitee for such costs. The Indemnitee may join in defense with counsel of its choice at its own expense. The Indemnitor shall only reimburse the Indemnitee for expenses incurred by the Indemnitee with the Indemnitor’s prior written approval. Notwithstanding the foregoing, if the Indemnitor declines to assume full control of the defense and settlement of such claim, then the Indemnitor shall also be responsible for reasonable attorney fees incurred by the Indemnitee in the defense and settlement of the claim.

12. Limitation of Liability.

12.1. Limitation. SUBJECT TO SECTION 12.2, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SUBJECT TO SECTION 12.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH THAT PARTY’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED $20,000,000.

12.2. Exclusions from Limitations. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability for breaches of any confidentiality obligations contained in this Agreement or any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder.

12.3. Allocation of Risk. The parties agree that the mutual agreements made in this Section 12 reflect a reasonable allocation of risk, and that neither party would enter into the Agreement without these limitations on liability.

13. Miscellaneous.

13.1. Compliance with Laws. Each party shall comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement.

13.2. Notices. All notices shall be in English and in writing and (a) if sent to Customer to the address of Customer’s corporate headquarters at 4400 Carillon Point, Kirkland, WA 98033 or as otherwise provided

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in writing for such notice purposes; provided, however, that all invoices and payments shall be sent to the attention of the Customer’s Finance department, all legal notices shall be sent to the attention of the Customer’s Legal department, and all other correspondence shall be sent to the attention of the manager specified in writing by Customer, and (b) if sent to Google at 1600 Amphitheatre Parkway, Mountain View, CA 94043 or as otherwise provided in writing for such notice purposes; provided, however, that all invoices and payments shall be sent to the attention of Google Finance, all legal notices shall be sent to the attention of the Google Legal Department, and all other correspondence shall be sent to the attention of the account manager specified in writing by Google. Notice shall be deemed given (i) upon receipt when delivered personally, or (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail.

13.3. Assignment.

     (a) Generally. Neither party shall assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part without the written consent of the other party. Any attempted assignment, delegation or transfer in derogation hereof shall be null and void. For purposes of this sentence, an assignment shall be deemed to include, without limitation, any transaction or series of transactions in which another party or parties acquire the direct or indirect power to direct the management and policies of a party or its assets, whether by way of merger, consolidation, change of control, sale of all or substantially all of a party’s securities or assets, contract, management agreement or otherwise.

     (b) Google Permitted Assignment. Notwithstanding Section 13.3(a), Google may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the consent of Customer, to a wholly owned subsidiary of Google. Following an assignment by Google to a wholly-owned subsidiary of Google, Google shall not be relieved of and shall continue to be liable for all the obligations applicable to it hereunder, unless Customer provides written approval for the release of Google’s obligations.

     (c) Customer Permitted Assignment. Notwithstanding Section 13.3(a), Customer may assign this Agreement (in whole, but not in part) as part of a change of control (including by way of merger, reverse-triangular merger, consolidation, sale of stock, or sale of all or substantially all of its assets) without the consent of Google; provided, if the assignment does not occur by operation of law, the assignee must deliver to Google a written instrument agreeing to be bound by all of the terms and conditions applicable to Customer; provided further, that if (i) the change of control involves a competitor of Google (as reasonably determined by Google), (ii) Google has a reasonable belief that the assignee is not sufficiently capitalized, or (iii) Google has a reasonable good faith belief that the assignee does not have sufficient operational resources to fulfill its financial, indemnification and other obligations under this Agreement, then Google may elect to terminate this Agreement upon 90 days written notice without recourse or liability therefor.

13.4. Consultations. Before a party initiates legal action against the other arising from the Agreement, the matter in controversy shall first be referred to an officer of each party, who shall make good faith and reasonable efforts to resolve the matter.

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13.5. Governing Law. The laws of New York, excluding New York’s choice of law rules, and applicable federal U.S. laws shall govern the Agreement. Each party agrees to submit to the personal and exclusive jurisdiction of the state and federal courts located in the Southern District of New York. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

13.6. Equitable Relief. Either party may seek equitable relief, including temporary restraining orders or injunctions, in addition to all other remedies, available at law or under this Agreement.

13.7. Entire Agreement. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. This Agreement, together with the other Agreements and Riders between the parties as of the date even herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof.

13.8. Amendments. Any amendments or modifications to the Agreement must be in writing, refer to the Agreement, and be executed by an authorized representative of each party.

13.9. No Waiver. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

13.10. Severability. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions shall remain in full force and effect.

13.11. Survival. The following sections of this Agreement shall survive any expiration or termination of this Agreement: Sections 9 (Confidentiality), 10 (Representations, Warranties and Disclaimer), 11 (Indemnification), and 12 (Limitation of Liability).

13.12. Independent Contractors. The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party.

13.13. No Third Party Beneficiaries. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

13.14. Force Majeure; Transmissions. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, power failures, and Internet disturbances; provided that such excusal from performance shall last only so long as such condition exists or so long as the excused party has had a reasonable opportunity to mitigate and/or eliminate the effect of such condition, whichever is shorter.

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13.15. Successors; Counterparts; Drafting; General. The Agreement (a) shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns; (b) may be executed in counterparts, including facsimile counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument; and (c) shall be construed as if both parties jointly wrote it.

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CLEARWIRE COMMUNICATIONS LLC		GOOGLE INC.
By:	/s/ Hope Cochran	By:	/s/ David Drummond
Name: Hope Cochran		Name: David Drummond
Title: Senior Vice President, Finance and Treasurer		Title: Senior Vice President, Corporate Development and Chief Legal Officer
Date: November 28, 2008		Date: November 28, 2008

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[Signature page to the Spectrum Agreement]

EX-10.30

Exhibit 10.30

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CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

MASTER SITE AGREEMENT

between

CLEARWIRE COMMUNICATIONS LLC

and

SPRINT SPECTRUM L.P.

TABLE OF CONTENTS

1. DEFINITIONS	1
2. MASTER LEASE	4
3. LEASING OF PREMISES	4
4. USE	5
5. PROVISION OF INFORMATION	5
6. TERM	6
7. FEES/AUDIT RIGHTS	6
8. ACCESS	7
9. UTILITIES	7
10. FACILITIES	8
11. IMPROVEMENTS AND CONSTRUCTION	9
12. DETUNING	9
13. GROUND LEASE AND EASEMENTS	10
14. MPE COMPLIANCE	10
15. INTERFERENCE	11
16. TESTS AND INSPECTIONS	11
17. TAXES	12
18. WAIVER AND LESSOR’S LIEN	12
19. DISCHARGE OF THIRD PARTY LIENS	12
20. TERMINATION	12
21. CASUALTY OR CONDEMNATION	12
22. SURRENDER OF PREMISES; HOLDING OVER	13
23. DEFAULT AND REMEDIES	13
24. INDEMNITY	14
25. INDEMNIFICATION PROCEDURE	15
26. LIMITATION OF DAMAGES	15
27. INSURANCE	15
28. WAIVER OF SUBROGATION	16
29. ASSIGNMENT AND SUBLETTING	16
30. QUIET ENJOYMENT	16
31. COVENANTS	17
32. REPAIRS	17
33. HAZARDOUS SUBSTANCES	18
34. SUBORDINATION	18
37. MARKING AND LIGHTING REQUIREMENTS	19
38. WAIVER OF JURY TRIAL	19
39. DISPUTE RESOLUTION	19
40. MISCELLANEOUS	20

Schedule 1	Fees
Exhibit A	Site Agreement
Exhibit A-1	Tri-Party Agreement
Exhibit A-2	Consent Agreement
Exhibit B	Application Form
Exhibit C	Assignment
Exhibit D	Non-Disturbance Agreement

Non-Disturbance Agreement — Attachment 1 [metes and bounds legal description of secured property]

Exhibit E		Memorandum of Site Agreement
	Memorandum of Site Agreement — Attachment 1 — Description of Land
	Memorandum of Site Agreement — Attachment 2 - Description of Premises

MASTER SITE AGREEMENT
(Multiple Locations)

          This Master Site Agreement (“Agreement”) is entered into as of the 28^TH day of November, 2008 (“Effective Date”), between Sprint Spectrum L.P., a Delaware limited partnership, on behalf of itself and its Affiliates (collectively, “Sprint Nextel”) and Clearwire Communications LLC, a Delaware limited liability company, on behalf of itself and its Affiliates (collectively, “Clearwire”). Sprint Nextel and Clearwire may be referred to herein individually as a “party” or collectively as the “parties.”

BACKGROUND

          Sprint Nextel and Clearwire each have real property interests in or licenses to use towers, tanks or other improvements on Sites (as defined below) located throughout the United States and Puerto Rico.

          Sprint Nextel and Clearwire each wish to make their Sites available to the other party to this Agreement on the terms and conditions contained in this Agreement.

AGREEMENT

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

“Adjustment Date” is defined in Section 7(f).

“Authorized Parties” is defined in Section 16(b).

“Affiliate” means: with respect to Clearwire, any other Person directly or indirectly controlled by Clearwire and, with respect to Sprint Nextel, any other Person directly or indirectly controlled by Sprint Nextel. For purposes of this definition, the term “control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Application Fee” [*****].

“Antenna System” means a panel antenna with either a tower mounted radio with two cables or a tower top amplifier with 2 cables.

“Basic Configuration” [*****].

“CA” is defined in Section 3(iii).

“CA Commencement Date” means the date that Lessee starts paying rent under its lease agreement with the Land Owner.

“Claim” is defined in Section 25(a).

“Closing Date” is the date that a closing occurs under a certain Transaction Agreement and Plan of Merger entered into by Sprint Nextel Corporation, Clearwire Corporation and others.

“Confidential Information” means any information marked, noticed, or treated as confidential by a party that the party holds in confidence, including all trade secret, technical, business, or other information, including

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customer or client information, however communicated or disclosed, relating to past, present and future research, development and business activities, including specifically, the terms and conditions of this Agreement and any applicable SA or CA.

“Damages” is defined in Section 24.

“Easement” is defined in Section 8(a).

“Encumbrances” is defined in Section 34(a).

“Environmental Damages” means all claims, damages, losses, liabilities, costs, expenses, assessments, penalties, fines, judgments and reasonable attorneys’ fees, including those related to investigation of environmental conditions, cleanup, remediation, removal and restoration work required by any governmental authority with competent jurisdiction.

“Event of Lessee Default” is defined in Section 23(a).

“Event of Lessor Default” is defined in Section 23(c).

“Environmental Law” means any administrative, judicial, legislative or other action, code, consent decree, directive, finding, judgment, order, ordinance, regulation, rule or statute relating to pollution or protection of the environment including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Material Transportation Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Federal Insecticide Fungicide and Rodenticide Act and analogous federal, state or local law and all rules and regulations promulgated thereunder and as may be amended.

“Existing Tower Agreement” means that certain Master Collocation Sublease Agreement, dated March 10, 2000, as amended by that certain First Amendment to Master Sublease Agreement dated December 31^st, 2004, between Sprint Spectrum L.P. and Clearwire LLC, its parent affiliates and subsidiaries, whereby Clearwire Corporation and its Affiliates may elect to sublease tower space on Towers owned by Sprint Nextel or its Affiliates.

“Facilities” is defined in Section 10.

“FAA” means Federal Aviation Administration.

“FCC” means Federal Communications Commission.

“Fee” is defined in Section 7.

“Fair Market Value or FMV” [*****].

“Fully Allocated Cost or FAC” [*****].

“Ground Lease” means document(s) or agreement(s) granting, evidencing or restricting Lessor’s rights and obligations with respect to a Site including, without limitation, lease, sublease, license or other use agreements, a copy of which (omitting financial terms if Lessor chooses) will be attached to each applicable SA.

“Hazardous Substances” means and includes any substance, material, waste, constituent, pollutant, compound, chemical, natural or man-made element: (a) the presence of which requires investigation or remediation under any Environmental Law; or (b) that is defined as a “hazardous waste” or “hazardous substance” under any Environmental Law; or (c) that is toxic, explosive, corrosive, etiologic, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by any governmental or quasi-governmental authority or subject to any Environmental Law.

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“Indemnified Party” is defined in Section 25(a).

“Indemnifying Party” is defined in Section 25(a).

“Inter-Company Site” is defined in Section 40(r).

“Land Owner” means any party to a Ground Lease other than Lessor.

“leases” or “leased” or “leasing” when used as a verb, includes applicable tenses of the verbs subleases, licenses or grants and are used whether Lessor owns, leases, subleases, licenses or has other rights to use a Site.

“Lessee” means the party leasing a Site from the other party.

“Lessor” means the party leasing a Site to the other party.

“Midpoint or MP” means (FMV +FAC)/2 or as otherwise agreed to in writing between the parties.

“Pass Through Fee” means, as to any Site subject to a Ground Lease, an amount equal to (a) any monthly increase in rent or other fees in excess of the amount listed in Schedule 1 and (b) any lump sum payments approved by Lessee regardless of amount approved that Lessor must pay to the owner or operator of the Property to obtain such owner’s or operator’s consent to a SA or CA.

“Permit” means any certificate, permit, concession, consent, approval or other authorization required to use the Premises in the manner intended by Lessee.

“Permitted Activities” is defined in Section 16(b).

“Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity.

“Premises” means all or a portion of a Site that Lessee leases from Lessor, as more particularly described in the SA.

“Preparation Fee” means any costs incurred by Lessor to prepare any improvements owned by Lessor on a Site for Lessee’s occupancy, including any structural alterations to a Tower.

“Reimbursement Fee” means as to any Site where Lessor’s development costs exceeded $500,000, an amount to be paid by Lessee to reimburse Lessor for a portion of the excess development costs, as mutually agreed to by Lessor and Lessee in the SA or CA.

“Repair Period” is defined in Section 21(a).

“Site” means each parcel of Lessor’s owned, leased, subleased, licensed or otherwise used real property, including but not limited to a portion of tower, rooftop or other structure space, and all rights of pedestrian and vehicular ingress and egress, all or a portion of which Lessee leases from Lessor pursuant to this Agreement and an SA or which Lessee leases directly from Land Owner as contemplated by Section 3(iii) hereof.

“SA” means Site Agreement, the form of which is attached as Exhibit A.

“SA Commencement Date” is defined in Section 6(b).

“SA Effective Date” is defined in the SA.

“SA Initial Term” is defined in Section 6(b).

“SA Renewal Term” is defined in Section 6(b).

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“Tower” means, if applicable, Lessor’s structure on a Site on which Lessee will install and operate antennae and related portions of the Facilities including, without limitation, monopole, lattice or other tower type structures.

2. MASTER LEASE

          This Agreement sets forth the basic terms and conditions upon which each Site or portion thereof is leased by Lessor to Lessee. Upon the parties’ agreement as to the particular terms of any Site Agreement, the parties will execute and attach hereto a completed SA in the form attached hereto as Exhibit A, which is incorporated herein by this reference. The terms and conditions of any SA or CA will govern and control in the event of a discrepancy or inconsistency with the terms and conditions of this Agreement. However, for the avoidance of doubt, in the event that a subject is addressed in this Agreement and not in the SA or CA, then the terms in this Agreement will control.

3. LEASING OF PREMISES

          This Agreement is entered into by Sprint Nextel and Clearwire on their own behalf and on behalf of each Affiliate of such parties. No obligation is incurred or liability accepted by any Affiliate unless and until that Affiliate enters into an SA or a CA. Only the Affiliate executing an SA or a CA is responsible for the obligations and liabilities arising under that SA including, without limitation, the Fees. All communications and invoices by and from Lessor relating to an SA or CA must be directed to the Affiliate signing that SA or CA. A default by any Affiliate will not constitute or serve as a basis for a default by any other Affiliate.

          If Lessee is interested in receiving a lease with respect to a potential Site, the following procedures will be observed:

     (i) Lessee shall submit to Lessor an application for an SA in respect of the Site on the form attached hereto as Exhibit B, together with the Application Fee. In lieu of paying an Application Fee, Lessee may elect to pay to Lessor a mutually agreeable amount to enable Lessor to hire temporary and/or a consulting staff to process applications for SAs and other requests for additional installations for which an Application Fee must be paid by providing written notice to Lessor. Lessor will make its initial determination as to whether Lessee has elected to fund temporary and/or consulting staff within 60 days after the Effective Date. Thereafter, Lessee may change its election by providing 60 days prior written notice to Lessor.

     (ii) Lessor shall either approve or disapprove Lessee’s application in writing no later than 15 business days after the date of receipt of the application. Any disapproval must include the specific reasons for the disapproval. Lessor will not unreasonably withhold its approval of any application submitted by Lessee for an SA or a CA. The parties agree that it is reasonable for Lessor to disapprove an application if Lessor anticipates, in good faith, needing the proposed Premises for Lessor’s own use. If Lessor disapproves more than 50% of any applications submitted during any calendar quarter because Lessor anticipates needing the proposed Premises for its use, Lessor will refund to Lessee the Application Fees paid that calendar quarter for those disapproved applications (but not Application Fees for proposed Premises disapproved for other reasons.)

     (iii) Upon approval of Lessee’s application for a Site and Lessee obtains any consent or Ground Lease amendments (if any) described in subsection (iv) below, then Lessor and Lessee shall sign the applicable SA, and, if Lessor’s interest in a Site was acquired through a Ground Lease, Lessor will provide Lessee with a copy of the “Ground Lease” that will be attached to and made part of each affected SA as Exhibit 6. Lessor may elect to redact the economic terms of the Ground Lease. Lessor and Lessee each agree to review, process and execute SAs in a timely manner. If a Land Owner refuses to provide a required consent to Lessee, but the Land Owner is willing to lease the Premises directly to Lessee if Lessor will consent to such an alternative arrangement and Land Owner agrees that the entitlements released by Lessor and made available to Lessee will automatically revert back to Lessor on the original terms contained in the Ground Lease upon any termination of the lease between Land Owner and Lessee, Lessor,

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Lessee and Land Owner will enter into a tri-party agreement to memorialize such arrangement in the form attached hereto as Exhibit A-1 (subject to the revisions proposed by Land Owner and the approved of same by Lessor and Lessor, which approval will not be unreasonably withheld), Lessor and Lessee will enter into a Consent Agreement (“CA”) in the form attached hereto as Exhibit A-2, and Lessee will pay to Lessor the Fee for the consent as described in Schedule 1.

     (iv) If (1) a particular Ground Lease requires the Land Owner’s consent to the SA in connection with the installation of the Facilities on a Site or (2) it is necessary to obtain any Ground Lease amendment, Lessee will obtain such consent or amendment and deliver a copy of the consent or the proposed amendment to Lessor prior to the date that the SA or CA is to be executed by Lessor and Lessee. If Lessee determines that it wants to obtain microwave installation rights at the Premises from a Land Owner, Lessor agrees to use commercially reasonable efforts to assist Lessee in obtaining such rights at the lowest cost possible. Any amendment to a Ground Lease must be reasonably acceptable to Lessor and must be in accordance with Lessor’s then existing leasing policies. Lessee may not execute any amendment to a Ground Lease on behalf of Lessor.

     (v) If Lessee does not obtain any required consent or Ground Lease amendment (as applicable) within 180 days from the date the application is approved by Lessor pursuant to subsection 3(ii) above, subject to up to a maximum 90 day extension of such period if submitted to Lessor prior to the expiration of said 180-day period and approved by Lessor in writing, such approval not to be unreasonably withheld, the approved application shall expire.

     (vi) Upon execution of a SA and subject to the terms and conditions of this Agreement, the SA for the particular Site and any applicable Ground Lease, Lessor leases to Lessee and Lessee leases from Lessor, the Premises and grants Lessee the right during the term to install and maintain transmission and utility wires, poles, cables, conduits and pipes on the Site including over, under or along a right-of-way extending from the nearest public right-of-way to the Premises; the Premises and right-of-way for access being substantially as described in Exhibits 1 and 2 annexed to and made part of each SA.

4. USE

          The Premises may be used by Lessee for any activity in connection with the provision of wireless communications services; provided, however, Lessee’s use must comply with the terms of any applicable Ground Lease. Lessee may operate the Facilities at any frequency for which Lessee or its Affiliates have all licenses required under applicable law and which may be permitted under any applicable Ground Lease and may at any time, subject to Sections 14 and Section 15 of this Agreement, and, if permitted under any applicable Ground Lease, Lessee may make changes to the frequency it operates on without Lessor’s consent as long as it is a change to a frequency(ies) for which Lessee or one of its Affiliates has been granted a license by the FCC (if such license is required under applicable law) or to a frequency(ies) Lessee or one of its Affiliates leases from any third party FCC license holder. Lessor agrees to reasonably cooperate with Lessee, at Lessee’s expense, in making application for and obtaining all licenses, Permits and any and all other necessary approvals that may be required for Lessee’s intended use of the Premises. Lessee’s use of the Premises must substantially comply will all applicable laws.

5. PROVISION OF INFORMATION

          Upon request, Lessor will provide Lessee with all information that Lessor may have in its possession that may be helpful to Lessee in evaluating the usefulness of the Site for its purposes. Lessor agrees to cause each of its subsidiaries and managers at each Site to cooperate fully with Lessee and its agents for the purpose of making appropriate engineering and boundary surveys, inspections, soil tests borings, other reasonably necessary tests and constructing the Facilities including providing Lessee and its agents with vehicular and pedestrian access to the Sites and the opportunity to conduct testing at any Site, subject to reasonable limitations imposed by Lessor and any limitations contained in any applicable Ground Lease.

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6. TERM

          (a) Agreement. The term of this Agreement is 10 years, commencing on the Effective Date. Notwithstanding the foregoing, this Agreement will remain in full force and effect beyond its scheduled expiration or termination date as to SAs and CAs executed prior to this Agreement’s expiration or termination for purposes of giving the SAs and CAs continuing effect until their respective expiration or termination. Unless mutually extended in writing, parties may not execute new SAs or CAs after the expiration or termination of this Agreement.

          (b) SA. The initial term of each SA (“SA Initial Term”) is 5 years, commencing on the first day of the first month after the earlier of (i) the date that Lessee starts construction at a Site or (ii) 180 days after the date that both parties have signed the SA, subject to up to a maximum 90 day extension of such commencement date if approved by Lessor in writing, such approval not to be unreasonably withheld (“SA Commencement Date”), unless otherwise terminated as provided in this Agreement, including any expiration or termination of the applicable Ground Lease. Lessor and Lessee will execute an amendment to the SA establishing the agreed upon SA Commencement Date. The term of each SA will automatically renew for 4 consecutive terms of 5 years each (each an “SA Renewal Term”), unless Lessee gives Lessor written notice of Lessee’s election not to renew not less than 90 days prior to the expiration of the SA Initial Term or any SA Renewal Term.

7. FEES/AUDIT RIGHTS

          (a) The monthly fee (the “Fee”) for various types of installations on the Premises is described in the attached Schedule 1 and will be noted in the SA or the CA and is based on the calculation of the Midpoint between FMV and FAC. For any type of installation not included in Schedule 1, Lessor and Lessee will negotiate in good faith an appropriate Fee and note the agreed upon Fee in the SA or the CA. If a Lessee provides backhaul capability at a Premises by installing microwave dishes, Lessor agrees to use the backhaul capability at the Premises if Lessor determines that it is commercially reasonable to do so. If Lessor elects to use such backhaul capability, the fees payable to Lessee for Lessor’s backhaul usage will be guided by the Master Agreement for Network Services to be entered into between Clearwire and Sprint Communications Company, LP. The Fee for each Premises will be payable in advance without notice, demand, offset or deduction on or before the first day of the first month following the SA Commencement Date or the CA Commencement Date of the applicable SA or CA and on or before the first day of each month thereafter during the SA Initial Term and any SA Renewal Term for a SA or while the lease entered into between Lessee and Land Owner is in effect for a CA (“Payment Date”). Any Fee or other amount payable to Sprint Nextel or its Affiliates will be paid by electronic transfer or direct mail to Sprint Nextel at P.O. Box 876783, Kansas City, MO 64187-6783 or such other address as may be directed by Sprint Nextel on 10 days prior written notice. Any Fee or other amount payable to Clearwire or its Affiliates will be paid by electronic transfer or direct mail to Clearwire at 4400 Carillon Point, Kirkland, WA 98033 or such other address as may be directed by Clearwire on 10 days prior written notice.

          (b) The Fee will be prorated for any fractional month based on a thirty day month.

          (c) The Fee for all then existing Premises will increase annually on the anniversary of SA Commencement Date of the applicable SA or the CA Commencement Date for the applicable CA by an amount equal to [*****] of the Fee for the previous one-year period.

          (d) In addition to the Fee, Lessee must pay to Lessor any applicable Pass Through Fee, Preparation Fee or Reimbursement Fee. Pass Through Fees must be paid to Lessor at the same time such fees are paid to the owner or operator under a Ground Lease. Preparation Fees or Reimbursement Fees, or both, must be paid within sixty (60) days of receipt of Lessor’s invoice for completed preparatory work. The amount of any Pass Through Fee, Preparation Fee and Reimbursement Fee will be noted in the SA or CA.

          (e) Sprint Nextel and Clearwire each agree to provide the other party, on request, reasonably detailed back-up documentation relating to costs included in Fees, Pass Through Fees, Preparation Fees, and Reimbursement Fees paid by it or its Affiliates to support the invoice for such fees. In addition, on reasonable advance notice, each party agrees to provide to the other party access to its records relating to costs included in Fees, Pass Through Fees, Preparation Fees, and Reimbursement Fees paid by it or its Affiliates to enable the requesting party to audit the costs

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included in such fees. The audit will be conducted at a mutually convenient time at the offices of the party whose records are being audited. A party may not request more than one audit in any calendar year and the audit will be limited only to costs included in fees that were paid during the preceding 24 calendar month period. Except as provided below, each party is responsible for all costs and expenses that it incurs related to the audit. The auditing party must notify the other party in writing within ninety days after completion of the audit if the auditing party disputes the accuracy of any costs included in the audited fees. If the auditing party timely disputes any costs included in such fees, the audited party must pay any portion of the disputed costs that the auditing party agrees were incorrectly included in such fees within 30 days after receipt of notice from the auditing party. If the parties are unable to agree on whether any costs were incorrectly included in such fees, either party may exercise any right or remedy available to it at law or equity. If Lessee’s audit discloses that the Fees, Pass Through Fees and Reimbursement Fees paid by Lessee are inaccurate, the appropriate party must pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following such determination. If Lessee has been overcharged by ten percent (10%) or greater for any period, then Lessor shall pay to Lessee, upon demand, the reasonable costs of the audit incurred by Lessee, in addition to the overcharges previously paid by Lessee.

          (f) The initial monthly Fee is the Midpoint between Fair Market Value for the types of installations that a Lessee may install at a Site and Lessee’s Fully Allocated Cost or as otherwise mutually agreed to by the parties. On each anniversary of the Closing Date, the parties will reevaluate in good faith whether the Fees on Schedule 1 are still accurate or whether the Fees should be adjusted. If the parties are unable to agree on the Fees to be paid, including any adjustment to the Fees, the dispute will be resolved as provided in Section 39 of this Agreement. Any adjustment to the Fees will be effective as of the date that the parties agree to an adjustment or an adjustment is established as provided in Section 39 of this Agreement (“Adjustment Date”) and will only apply to Premises leased by a party on or after the Adjustment Date.

8. ACCESS

          (a) If permitted under any applicable Ground Lease, Lessee, Lessee’s employees, agents, subcontractors, lenders and invitees will have unescorted access to the Site and the Premises without notice to Lessor twenty-four (24) hours a day, seven (7) days a week, at no charge. If Lessor is responsible for snow removal under any applicable Ground Lease; Lessor will only be obligated to remove snow from an access road upon 24 hours prior written request from Lessee. Lessor grants to Lessee, its agents, employees, contractors, guests and invitees, a non-exclusive right and easement (“Easement”) for pedestrian and vehicular ingress and egress described in the SA.

          (b) If Lessor is responsible for maintenance under any applicable Ground Lease and unless otherwise specified in the SA, Lessor will maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times at Lessor’s sole expense, except for any damage caused by Lessee’s use.

          (c) If permitted under any applicable Ground Lease, Lessee, at its expense, may use appropriate means of restricting access to the Facilities other than Tower attachments, provided that Lessor will have access to the Site and any Tower attachments at all times. Lessee shall have free access to the Tower, if applicable at a Site, at all times for the purpose of installing and maintaining its equipment, subject to terms and conditions of any applicable Ground Lease. Lessor shall furnish Lessee with necessary means of access for the purpose of ingress and egress to the Tower location. Only authorized engineers, employees or properly authorized contractors of Lessee or persons under their direct supervision will be permitted to access a Tower.

9. UTILITIES

          (a) Lessee’s Rights. If permitted under the terms of any applicable Ground Lease, Lessee has the right, at its sole cost and expense, to obtain electrical, telephone or other utility service from any applicable utility provider that provides service to the Premises. Lessee may arrange for the installation of a separate meter and main breaker, subject to Lessor’s right (and the Land Owner’s right, if required under the Ground Lease) to approve the exact location of proposed utility routes and the manner of installation. Lessee will pay for all utility services utilized by Lessee in the operation of the Facilities. Lessor has no right to prevent utilities installations, except Lessor does

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have the right to approve the route and the manner of installation so long as approval is not unreasonably withheld, conditioned or delayed and Lessee may be required to obtain Land Owner’s consent under any applicable Ground Lease. If Lessee wants to install a permanent power generator or other alternative permanent back up power source at available space at any Site, Lessee will submit to Lessor an application for installation and pay an Application Fee (unless Lessee has elected to fund payment for processing applications as provided in Section 3(i) of this Agreement). Within 15 days after submittal, Lessor must notify Lessee of its approval or disapproval of the application. Lessee will be allowed to install the permanent generator or other permanent power source unless prohibited by an applicable Ground Lease or Lessor reasonably determines that it needs the space where the proposed permanent generator or power source would be located for Lessor’s own use. If there is a loss of power at a Site in which Lessee has not located a permanent generator, Lessee may, at its own expense and subject to space availability and applicable laws and if permitted under the Ground Lease, install and operate a temporary generator and fuel storage tank at the Site until power is restored without any obligation to pay additional fees, but Lessee must remove the temporary generator within a reasonable time after power is restored. Lessee may not install a permanent power generator or other alternative permanent back up power source (other than back up batteries) at a Site without Lessor’s prior written approval. Lessor must cooperate with Lessee, at Lessee’s expense, in Lessee’s effort to obtain utility services by signing any documents or easements as may be reasonably required by utility companies. Lessor also grants to Lessee the right to install and maintain wires, cables, conduits and pipes either within, over, under or along the Site as described in the applicable SA.

          At Lessee’s option and in cases where an existing generator is located at a Site and where technically feasible for both parties to utilize the generator and excess capacity is available, Lessee will pay Lessor the estimated capacity utilized by Lessee multiplied by Lessor’s monthly depreciation, if any, of the generator. Any costs incurred to integrate the generator with Lessee’s equipment will be paid by Lessee.

          In cases where a generator is not located at a Site and either Lessor or Lessee subsequently installs a generator, the non-installing party will have the option to share the generator with the installing party if technically feasible and excess capacity is available. The cost to the non-installing party will be based upon the estimated capacity utilized by the non-installing party multiplied by the monthly depreciation of the generator. Any costs incurred to integrate the generator with the non-installing party equipment will be paid by the non-installing party.

          At Lessee’s option and in cases where a Lessor owned portable generator is utilized at a site Lessee is located, Lessor will provide power to Lessee equipment, if technically feasible and excess capacity is available, at no cost to Lessee.

          (b) Additional Easements. If additional easements or other agreements are required by any utility company, Lessor will assist Lessee with obtaining them at Lessee’s expense. Lessee shall maintain any special electrical facilities it may require for Lessee’s use at its sole cost, risk and expense.

          (c) Use of Lessor Utilities. If Lessor has electrical service available at a Site and Lessee is prohibited due to costs, time for power delivery or other reasons from installing a separate meter and main breaker, unless prohibited by applicable laws or the Ground Lease, Lessee may utilize Lessor’s utility sources to operate the Facilities and will reimburse Lessor for Lessee’s actual usage at the rate(s) listed in Schedule 1 of this Agreement within 30 days following Lessee’s receipt of Lessor’s invoice accompanied by reasonable supporting documentation. Lessor and Lessee agree to cooperate in determining a method by which to measure or estimate Lessee’s usage if the usage is not capable of actual measurement. If the amount paid for utility service at any Premises is based on an estimate, on or before the Adjustment Date the parties will evaluate whether the fees for utility service on Schedule 1 are still accurate or need to be adjusted. If the parties are unable to agree on the fees to be paid for utility service, the dispute will be resolved as provided in Section 39 of this Agreement.

10. FACILITIES

          Upon execution of an SA or a CA, Lessee will have the right to erect, maintain, repair, replace, modify and operate on the applicable Premises only the communications facilities, air conditioned equipment shelters, cabinets, rooms, utility lines, transmission lines, electronic equipment, panel antennas, microwave dishes and applicable

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coaxial runs, transmitting and receiving antennas and supporting equipment, structures and connecting appurtenances thereto described in the Exhibits attached to the SA or CA (“Facilities”). Upon execution of an SA or a CA, Lessee may install on any Site the antennas/dishes, if any, described on the field drawings attached as Exhibit 1 to the applicable SA or CA and the equipment shelter/room/cabinets, if any, described on the field drawings attached as Exhibit 2 to the or CA and, subject to the provisions of Section 11 below, will be entitled to replace any thereof from time-to-time. In connection therewith, Lessee has the right to do all work necessary to prepare, maintain and alter the Premises for Lessee’s business operations and to install transmission lines connecting the antennas to the transmitters and receivers. All of Lessee’s construction and installation work will be performed at Lessee’s sole cost and expense and in a good and workmanlike manner. Title to the Facilities will be held exclusively by Lessee. All of the Facilities will remain Lessee’s exclusive personal property and are not fixtures. Lessee must remove all the Facilities at its sole expense on or before the expiration or earlier termination of each SA. Lessee will repair any damage to the Premises caused by the removal of the Facilities. All Facility installations and operations in connection with this Agreement by Lessee shall meet with all applicable rules and regulations of the FCC, FAA and codes and regulations of the municipality, county and state concerned. Under this Agreement, Lessor assumes no responsibility for the licensing, operation, and/or maintenance of Lessee’s equipment.

11. IMPROVEMENTS AND CONSTRUCTION

          (a) Requirements. Lessee will pay all costs and expenses to install, operate, repair, maintain, upgrade, replace and remove the Facilities at the Premises. Lessor will retain title to any structural improvements made to a Tower to accommodate Lessee’s use, whether made by Lessor or by Lessee (with Lessor’s written approval.) All initial and subsequent installation and alteration work will be performed in a good and workmanlike manner and will not adversely affect the structural integrity or maintenance of the Site or Tower.

          (b) Material Alterations. Lessee must obtain Lessor’s prior written consent to material alteration, addition or replacements to the Premises, which consent Lessor may withhold in its reasonable discretion. Lessee must request Lessor’s consent by submitting a written request describing in reasonable detail the proposed material alteration, addition or payment (unless Lessee has elected to fund payment for processing applications as provided in Section 3(i) of this Agreement). Subject to the terms of the Ground Lease, an alteration, addition or replacement that is not a material alteration does not require Lessor’s consent, but Lessee must provide prior written notification of the non-material alteration, addition or replacement. A material alteration is any alteration, addition or replacement that increases the size, weight, wind or structural loading on the Tower or that takes up more space than the Premises described in the SA or CA. It may also be necessary for Lessee to obtain the Land Owner’s consent under the Ground Lease to any alterations, additions or replacements to the Premises, including non-material alterations, additions or replacements or any subsequent conversion from a Basic Configuration using tower top amplifiers to a Basic Configuration using tower mounted radios or vice versa. All alterations, additions or replacements remain subject to all other provisions of this Agreement, including use and interference. If required by Lessor, Lessee will submit architectural or engineering plans and specifications for material alterations to Lessor, which will be deemed approved if no response is received from Lessor within fifteen (15) days, and which will be incorporated in each SA or CA as Exhibit 3 upon approval. If any applicable governmental entity changes its assumptions or requirements relating to wind loading in a manner that reduces the maximum permissible wind loading on the Tower and the Tower will not accommodate the addition of any additional equipment or antennas, Lessee may not utilize any of Lessee’s previously unused capacity on the Tower.

          (c) No Equipment Stacking. Each Premises is leased by Lessor exclusively to Lessee. Lessor may not stack equipment of any Person above the Facilities located on the ground space portion of the Premises without Lessee’s advance written consent, which consent Lessee may grant, withhold or condition in its sole discretion.

12. DETUNING

          (a) Lessor will be responsible, at its sole cost, for: (i) detuning the Tower to prevent distortion of any radio station antenna pattern broadcasting from or in proximity to the Premises; and (ii) maintaining the effectiveness of the detuning throughout the term of the SA. Any provision in this Agreement or the SA to the contrary notwithstanding, the SA Initial Term will not commence and no Fee will be due from Lessee until Lessor has completed the detuning.

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          (b) If Lessor does not complete the detuning within 90 days following the SA Effective Date, Lessee will have the right to: (i) perform the detuning on Lessor’s behalf, with advance written notice to Lessor; or (ii) terminate the SA without further obligation or liability. If Lessee elects to perform the detuning, Lessor agrees to cooperate with Lessee and the owner or operator of the AM station to accomplish the detuning and Lessor will reimburse Lessee for all costs and expenses Lessee incurs within 30 days after receipt of Lessee’s invoice and reasonable supporting documentation. Whether Lessor or Lessee performs the detuning, Lessor will be solely responsible for maintaining and upgrading the detuning to the extent necessary to prevent distortion of the AM station.

13. GROUND LEASE AND EASEMENTS

          (a) Lessee and Lessor each agree to commit no act or omission which constitutes or which with the giving of notice or passage of time or both would constitute a default under any applicable Ground Lease.

          (b) The terms of this Agreement and any SA are subject to the terms and conditions of any applicable Ground Lease and to the extent of conflict, the terms and conditions contained in the Ground Lease will control. In several places in this Agreement, the parties have specifically indicated that a right granted to or an obligation imposed on a party is subject to the terms of any Ground Lease. These specific references were included to aid the party’s understanding of those provisions of the Agreement and are not meant to imply that only those provisions are subject to the terms of the Ground Lease.

          (c) Lessor agrees not to amend or modify any applicable Ground Lease in any manner which would materially and adversely affect Lessee’s use of the Premises; provided, however, this subsection does not limit Lessor’s right to terminate a Ground Lease or to elect not to renew a Ground Lease as provided in subsection 13(d).

          (d) If a Ground Lease expires or terminates, the SA relating to the applicable Site will simultaneously and automatically terminate without further liability of or to either party, except those obligations which are stated elsewhere as surviving any termination or expiration. Within 5 business days after Lessor determines that Lessor is not going to renew a Ground Lease, it is going to exercise a termination option contained in a Ground Lease, or Lessor receives notice of an early termination of or a default pertaining to the Ground Lease, Lessor will give Lessee written notice of such events. Lessor has no obligation to exercise any renewal option or to refrain from exercising any termination contained in a Ground Lease to enable Lessee to continue to occupy the Premises. If Lessee is not in default under more than ten percent (10%) of the SAs and CAs entered into by Lessee, Lessor must notify Lessee if Lessor determines that it does not want to renew a Ground Lease for property on which Lessee has an SA or if Lessor wishes to elect a termination option contained in such a Ground Lease. Lessee may elect to have Lessor assign that Ground Lease to the assignee using the form of Assignment and Assumption Agreement attached hereto as Exhibit C if Lessee has obtained any required consent to the assignment of the Ground Lease. The notice to Lessee will indicate the date by which Lessee must notify Lessor of Lessee’s election, which date will be the earlier of (i) 60 days after Lessor notified Lessee of Lessor’s intention not to renew a Ground Lease or (ii) 5 days prior to the date that Lessor must notify Land Owner of Lessor’s election not renew or to terminate a Ground Lease.

14. MPE COMPLIANCE

          (a) Lessee agrees to operate the Facilities in accordance with any and all applicable rules and regulations of the FCC’s radio frequency exposure guidelines. Lessee will provide either theoretical calculations and/or actual filed measurements per Lessor’s request for proposed and/or currently installed equipment.

          (b) Subsequent to the installation of the Facilities, Lessor will not permit itself, its lessees or licensees to install new equipment on the Site or property contiguous thereto or controlled by Lessor, if that equipment is likely to cause the Site to exceed the maximum permissible exposure (“MPE”) limits for the Site. The excess radiated power densities will be deemed a material breach by Lessor. In the event excess radiated power densities occur, Lessor agrees to take or to cause any subsequent lessee or licensee whose use of the Site results in the FCC-specified MPE limits being exceeded to promptly take all mitigating action necessary to eliminate the excess radiated power densities within thirty (30) days. In the event Lessor fails to comply with this Section 14, Lessee may terminate the

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affected SA or CA or pursue any other remedies available under this Agreement or the SA, at law or in equity, including injunctive relief.

15. INTERFERENCE

          (a) Interference by the Facilities. If the Facilities, in whole or part, causes measurable radio frequency interference to Lessor or other lessees or users of the Site operating as of the SA Commencement Date, Lessee will begin taking reasonable steps to correct and eliminate the interference as soon as practicable and no later than within 48 hours after receipt of written notice from Lessor. If the interference by Lessee cannot be eliminated within a reasonable length of time, not to exceed 5 days after Lessee’s receipt of Lessor’s notice, Lessee will cease operating the Facilities or that portion causing the interference; provided, however, Lessee may conduct brief tests to identify the cause of and to eliminate the interference. If the interference is not completely corrected and eliminated within 30 days after Lessee’s receipt of Lessor’s notice, Lessor may terminate the applicable SA by giving Lessee advance written notice, without any further obligation accruing to Lessee after such termination, except those obligations which are stated elsewhere as surviving any termination or expiration. Nothing in this Section or Agreement shall prejudice, diminish, limit or impair Lessee’s rights under applicable law, including, but not limited to, statutes, rules, regulations, ordinances, codes, directives, and orders, as well as FCC rules and regulations, to redress any interference independently of the terms of this Section or any provision of this Agreement.

          (b) Interference with the Facilities. If the operations or equipment of other lessees or users of a Site who: (i) commence operations after the applicable SA Commencement Date; or (ii) commenced operations before the applicable SA Commencement Date but modify their equipment or install new equipment after the SA Commencement Date, cause measurable radio frequency interference with the Facilities, Lessor will begin or cause the other lessee or user to begin to take all steps to correct and eliminate the interference as soon as practicable and no later than within 48 hours following receipt of written notice from Lessee. If the interference by the other lessee or user cannot be eliminated within a reasonable length of time, not to exceed 5 days after receipt of Lessee’s notice, Lessor will cause the other lessee or user to cease operating its equipment or that portion causing the interference; provided, however, the other lessee or user may conduct brief tests to identify the cause of and to eliminate the interference. If the interference is not completely corrected and eliminated within 30 days after receipt of Lessee’s notice, Lessee may terminate the applicable SA without further liability, except those obligations which are stated elsewhere as surviving any termination or expiration, by giving Lessor advance written notice. Lessor agrees that all agreements it enters into with other lessees or users of a Site will include provisions consistent with this Section 15.

16. TESTS AND INSPECTIONS

          (a) Pre-Installation Testing. Before starting installation of the Facilities at a Site, Lessee must evaluate whether the operation of the Facilities will interfere with the use of the Site by Lessor or other operators based upon written information supplied by Lessor and such other operators regarding their respective equipment, specifications and use. If practicable from an engineering standpoint, as mutually agreed to in writing by Lessor and Lessee, Lessee may conduct such an interference evaluation obligation simultaneously on multiple sites. Lessee must also comply with any additional interference or testing obligations contained in the Ground Lease. Before another lessee or user of a Site starts installation of equipment, Lessor agrees to cause the other lessee or user to perform adequate testing and evaluation for interference by or with operation of its equipment.

          (b) Tests and Inspections. Lessor consents and agrees that, subject to any restrictions contained in the Ground Lease, Lessee, its employees, authorized agents and contractors (individually and collectively, “Authorized Parties”) may enter upon a Site to conduct the following activities: boundary, as-built or other surveys; geotechnical soil borings and analyses; Phase I and, if applicable, Phase II environmental assessments; radio propagation studies; and other tests and inspections of the Site that Lessee deems reasonably necessary or desirable to determine the suitability of the Site for Lessee’s intended use (“Permitted Activities”). Lessee agrees to be responsible for all costs related to the Permitted Activities (including temporary installation, operation and removal of equipment required to carry out the Permitted Activities), to repair any damage to the Site and improvements caused by the Authorized Parties and to return the Site to substantially the condition it was before Lessee’s entry. Lessee also agrees to maintain all insurance coverages described in Section 27 during any period Permitted Activities are allowed.

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17. TAXES

          If personal property taxes are assessed, Lessee will pay any portion of the taxes directly attributable to the Facilities located on a particular Site. Lessor will pay all real property taxes that it is required to pay under the Ground Lease (if applicable) or all taxes, assessments and deferred taxes on the Site if Lessor has a fee interest in the Site.

18. WAIVER AND LESSOR’S LIEN

          (a) Lessor waives any lien rights it may have concerning the Facilities which are deemed Lessee’s personal property and not fixtures and, subject to any restrictions contained in the Ground Lease, Lessee has the right to remove the same at any time without notice to or receipt of Lessor’s consent.

          (b) Lessor acknowledges that Lessee may enter into or has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Facilities (the “Collateral”) with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, Lessor: (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, that it may have; and (iii) agrees that the Collateral will be exempt from execution, foreclosure, sale, levy, attachment or distress by Lessor for any fee due or to become due and, subject to any restrictions contained in the Ground Lease, that the Collateral may be removed at any time without recourse to legal proceedings.

19. DISCHARGE OF THIRD PARTY LIENS

          (a) If any valid lien is filed against a Site as a result of the acts or omissions of Lessee or Lessee’s employees, agents or contractors, Lessee must discharge the lien or bond the lien off within 30 days after Lessee receives written notice from Lessor or others that the lien has been filed or any shorter period that may be provided for in a Ground Lease.

          (b) If Lessee fails to discharge or bond any valid lien within the 30-day period (or any shorter period provided for in a Ground Lease), then, in addition to any other right or remedy of Lessor, Lessor may, at Lessor’s election, discharge the lien by either paying the amount claimed to be due or obtaining the discharge by deposit with a court or a title company or by bonding. Within 30 days following Lessee’s receipt of Lessor’s written demand, Lessee will pay Lessor all amounts actually paid by Lessor for the discharge or satisfaction of any valid lien and all reasonable attorneys’ fees and other legal expenses of Lessor incurred in defending the action or in obtaining the discharge of the lien.

20. TERMINATION

          In addition to any other rights to terminate this Agreement or an SA or CA, Lessee has the right to terminate an SA or a CA with 30 days’ prior written notice for any reason or no reason.

          Upon the termination of any SA or CA as provided in this Section 20, Lessee will not be obligated to pay any future Fees for the Premises, but will remain obligated to pay any monthly increase in rent or other fees due to Land Owner or operator of the property to obtain such Land Owner’s or operator’s consent to the SA or CA, including during any renewal term of the Ground Lease. If Lessor elects, at any time, to use the additional space for which the Pass Through Fee is being paid or makes such additional space available for the use of any other party, Lessor must promptly notify Lessee of such use and Lessee will be released from its obligation to pay the Pass Through Fee associated with such additional space.

21. CASUALTY OR CONDEMNATION

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          (a) Casualty. If there is a casualty to any Site or Tower, Lessor will deliver to Lessee a written statement setting forth a reasonably determined estimate of the time required to repair the damage (“Repair Period”) within 10 days after the damage if Lessor is responsible for repairs under the Ground Lease or provide Land Owner’s estimate of repair time upon receipt if Land Owner is responsible for repairs. If the Repair Period is 45 days or more, either Lessor or Lessee may, at its option, terminate the applicable SA by 30 days advance written notice to the other party. If the Repair Period is less than 45 days or if more than 45 days but neither party elects to terminate the SA, Lessor will repair any damage within the Repair Period, excluding, however, any damage to be repaired by Land Owner.

          (b) If Lessee is unable to use the Facilities, then at Lessee’s expense (including the cost of Permits) it may, if permitted by the Ground Lease and any applicable laws, immediately erect on the Premises or an unused portion of the Site a temporary communications facility, including any supporting structure, while Lessor makes repairs to the Site and Tower. If Lessee is not permitted or is unable to erect a temporary communications facility on the Premises or an unused portion of the Site, then Fees payable by Lessee for the applicable Premises will abate for the period during which Lessee is unable to use the Facilities.

          (c) Condemnation. If there is a condemnation or transfer by consensual deed in lieu of condemnation of an entire Site or a portion of a Site with the result that in Lessee’s sole discretion the Premises is not suitable for Lessee’s use, then the SA for the condemned Site will terminate upon transfer of title to the condemning authority. Lessee is entitled to pursue a separate award from the condemning authority, to the extent permitted by law, provided that no award to Lessee will diminish any award to Land Owner or Lessor.

          (d) Subject to the Ground Lease, if there is a partial condemnation of a Site with the result that the Tower is unaffected and there remains sufficient ground space on the Site for Lessor’s and Lessee’s operations, then the SA will not terminate, but will be amended by the parties, if applicable, to reflect any change to the description of the Premises. If necessary, at Lessee’s expense (including the cost of any required Permits) it may, if permitted by the Ground Lease, immediately erect on the Premises or an unused portion of the Site a temporary communications facility, including any supporting structure, while any changes to the Tower, utilities or the Facilities made as a result of the partial condemnation. Lessor and Lessee will each be responsible for their respective costs to re-run utilities serving their respective equipment.

22. SURRENDER OF PREMISES; HOLDING OVER

          (a) Surrender of Premises. Upon expiration or termination of an SA for any cause whatsoever, Lessee will peacefully vacate the Premises and leave it in as substantially good order and condition as existed at the SA Commencement Date, except for reasonable use, wear and tear, casualty or condemnation. Lessee must remove the Facilities upon expiration or termination of the SA and repair any damage caused by Lessee arising from the removal of the Facilities.

          (b) Holding Over. If Lessee continues to hold any Premises after the expiration or termination of the applicable SA, the holding over will, unless otherwise agreed to by Lessor in writing, constitute and be construed as a month-to-month tenancy at a fee equal to 125% of the Fee last applicable to the Premises and subject to all of the other terms of this Agreement and the applicable SA.

23. DEFAULT AND REMEDIES

          (a) Events of Lessee Default. The occurrence of any one or more of the following events constitutes an “Event of Lessee Default” under the applicable SA(s)or CA(s) if: (i) Lessee fails to pay any Fee or any other amount due under any SA or CA within 30 days after Lessee’s receipt of written notice of the delinquent payment(s); (ii) Lessee fails to perform or observe any other term of the applicable or CA and the failure continues beyond the period of time specified elsewhere in this Agreement or the or CA for cure following Lessee’s receipt of written notice from Lessor or, if no period of time is specified for cure elsewhere in this Agreement or the SA or CA, if the failure continues for more than 30 days after Lessee’s receipt of written notice from Lessor; except the 30-day cure period will be extended as reasonably necessary to permit Lessee to complete cure so long as Lessee commences cure within the 30-day cure period and continuously and diligently pursues and completes the cure; (iii)

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any petition is filed by or against Lessee, under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state (and with respect to any petition filed against Lessee, the petition is not dismissed within 180 days after its filing) or Lessee is adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state; (iv) a receiver, custodian or trustee is appointed for Lessee or for any of the assets of Lessee and the appointment is not vacated within 90 days of the date of the appointment; or (v) Lessee becomes insolvent or makes a transfer in fraud of creditors. Notwithstanding the foregoing, Lessee will not be in default so long as the United States Bankruptcy Court has not lifted the automatic stay under the Bankruptcy Code and Lessee remains in compliance with any applicable order of the United States Bankruptcy Court having jurisdiction thereover.

          (b) Lessor Remedies. If an Event of a Lessee Default occurs, while Lessee remains in default, Lessor may, in addition to any other remedy available at law or equity, terminate the applicable SA upon 10 days prior written notice (or such longer period as may be required by applicable law), in which event Lessee will surrender the applicable Premises to Lessor.

          (c) Events of Lessor Default. The occurrence of any one or more of the following events constitutes an “Event of Lessor Default” under this Agreement and the applicable SA or CA: (i) breach of any representation or warranty set forth in this Agreement or the SA or CA; (ii) if Lessor fails to perform or observe any other term of the applicable or CA and the failure continues beyond the period of time specified elsewhere in this Agreement or the or CA for cure following Lessor’s receipt of written notice from Lessee or, if no period of time is specified for cure elsewhere in this Agreement, the SA or the CA, if the failure continues for more than 30 days after Lessor’s receipt of written notice from Lessee; except the 30-day-cure period will be extended as reasonably necessary to permit Lessor to complete cure so long as Lessor commences cure within the 30-day-cure period and continuously and diligently pursues and completes the cure; (iii) any petition is filed by or against Lessor, under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state (and with respect to any petition filed against Lessee, the petition is not dismissed within 180 days after its filing) or Lessor is adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state; (iv) a receiver, custodian or trustee is appointed for Lessor or for any of the assets of Lessor and the appointment is not vacated within 90 days of the date of the appointment; or (v) Lessor becomes insolvent or makes a transfer in fraud of creditors. Notwithstanding the foregoing, Lessor will not be in default so long as the United States Bankruptcy Court has not lifted the automatic stay under the Bankruptcy Code and Lessor remains in compliance with any applicable order of the United States Bankruptcy Court having jurisdiction thereover.

          (d) Lessee Remedies. If an Event of a Lessor Default occurs, while Lessor remains in default, Lessee may, in addition to any other remedy available at law or equity, terminate the applicable SA upon 10 days prior written notice (or such longer period as may be required by applicable law), in which event Lessee will surrender the applicable Premises to Lessor.

24. INDEMNITY

          Lessee will defend, indemnify and hold Lessor, its Affiliates, successors and assigns and their respective directors, officers, employees, licensees and agents harmless from all third party claims, damages, losses, liabilities, costs, expenses, suits (including reasonable attorneys’ fees, costs and expenses of defending against any claims) (“Damages”) to the extent arising from the negligent or willful acts or omissions of Lessee or Lessee’s agents or employees in or about the Premises or Site, including any default under the Ground Lease, unless and to the extent such Damages are caused by, or are the result of, the misconduct or negligence of Lessor or any of Lessor’s agents, servants, employees, or licensees. Lessor will defend, indemnify and hold Lessee, its Affiliates, successors and assigns and their respective directors, officers, employees, licensees and agents harmless from all Damages to the extent arising from the negligent or willful acts or omissions of Lessor or Lessor’s agents, employees, licensees, invitees, contractors or other lessees occurring in or about the Premises or the Site, including any default under the Ground Lease, unless and to the extent such Damages are caused by, or are the result of, the misconduct or negligence of Lessee or any of Lessee’s agents, servants, employees, or licensees. The duties and liabilities described in this Section 24 survive termination or expiration of this Agreement.

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25. INDEMNIFICATION PROCEDURE

          (a) Promptly upon becoming aware of any matter which is subject to the provisions of Section 24 or other indemnity obligations under this Agreement (a “Claim”), the party seeking indemnification (“Indemnified Party”) must give written notice of the Claim to the other party (“Indemnifying Party”), accompanied by a copy of any written documentation regarding the Claim received by the Indemnified Party.

          (b) The Indemnifying Party will retain the right, at its option, to settle or defend the Claim at its own expense and with its own counsel. The Indemnified Party will also retain the right, at its option, to participate in the settlement or defense of the Claim with its own counsel and at its own expense; but, the Indemnifying Party will have the right to control the settlement or defense. The Indemnifying Party will not enter into any settlement that imposes any liability or obligation on the Indemnified Party without the Indemnified Party’s prior written consent. The parties will cooperate in the settlement or defense and will give each other full access to all relevant information.

          (c) If the Indemnifying Party fails: (i) to notify the Indemnified Party of the Indemnifying Party’s intent to take any action within 30 days after receipt of a notice of a Claim; or (ii) to proceed in good faith with the prompt resolution of the Claim, the Indemnified Party, with prior written notice to the Indemnifying Party and without waiving any rights to indemnification, may defend or settle the Claim without the prior consent of the Indemnifying Party. The Indemnifying Party will reimburse the Indemnified Party on demand for all Damages incurred by the Indemnified Party in defending or settling the Claim.

          (d) Neither party is obligated to indemnify and defend the other with respect to a Claim (or portions of a Claim): (i) if the Indemnified Party fails to promptly notify the Indemnifying Party of the Claim and fails to provide reasonable cooperation and information to defend or settle the Claim; and (ii) if and only to the extent that, the failure materially prejudices the Indemnifying Party’s ability to satisfactorily defend or settle the Claim.

26. LIMITATION OF DAMAGES

          NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEPT WHERE SUCH DAMAGES OR PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION FOR WHICH A PARTY HAS A SPECIFIC OBLIGATION TO INDEMNIFY ANOTHER PARTY.

27. INSURANCE

          (a) Lessee Insurance. Throughout the term of this Agreement and any SA or CA, Lessee will, at its sole expense, obtain and keep in force the following insurance:

     (i) “all risk” property insurance, including coverage for fire and extended perils, upon the Facilities in an amount equal to 90% of the full replacement cost of the Facilities;

     (ii) commercial general liability written on an occurrence basis in limits not less than $3,000,000 combined single limit for each occurrence for bodily injury, personal injury and property damage liability naming Lessor as an additional insured;

     (iii) statutory workers’ compensation and employer’s liability insurance; and

     (iv) business auto insurance insuring owned, hired and non-owned automobiles.

     If the Ground Lease requires insurance coverages with higher limits or any imposes any additional insurance requirements, Lessee must also comply with those limits and requirements.

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          (b) Required Insurance of Lessor. Throughout the term of this Agreement and any SA or CA, Lessor will, at its sole expense, obtain and keep in force the following insurance:

     (i) “all risk” property insurance, including coverage for fire and extended perils upon the Site in an amount equal to the full replacement cost of the Site and Tower (excluding, however, the Facilities);

     (ii) commercial general liability written on an occurrence basis in limits not less than $3,000,000 combined single limit for each occurrence for bodily injury, personal injury and property damage liability naming Lessee as an additional insured;

     (iii) statutory worker’s compensation and employer’s liability insurance; and

     (iv) business auto insurance insuring owned, hired and non-owned automobiles.

     If the Ground Lease requires insurance coverages with higher limits or any imposes any additional insurance requirements, Lessor must also comply with those limits and requirements.

          (c) Policy Requirements. All required insurance policies will be obtained from reputable national insurers that are licensed to do business in the state where the Premises are located. Each party will deliver certificates of insurance to the other as soon as practicable after placing the required insurance, but not later than the applicable SA Commencement Date or CA Commencement Date. All policies will contain an undertaking by the insurers to notify the other party in writing not less than 30 days before any cancellation of the insurance. All insurance amounts required herein may be satisfied through any combination of excess liability and/or umbrella policies.

          (d) Liability not Limited by Insurance. The provision of insurance required in this Agreement will not be construed to limit or otherwise affect the liability of any party to the other party.

28. WAIVER OF SUBROGATION

          Lessor and Lessee release each other and their respective principals, officers, directors, employees, representatives and agents, from any claims for damage to any person or to the Premises or to the Facilities thereon caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Lessor and Lessee will cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy.

29. ASSIGNMENT AND SUBLETTING

          (a) Lessee. If permitted under the applicable Ground Lease, Lessee may sublease any Premises or assign its rights under this Agreement, in whole or in part or any SA or CA, without consent of Lessor, to: (i) an Affiliate; or (ii) any entity which acquires substantially all of Lessee’s assets, in whole or in a market as determined by the FCC in which the applicable Site and or CA are located, provided the assignee or transferee agrees in writing to be bound by the terms, conditions and obligations of this Agreement and the applicable SA or CA. If permitted under the applicable Ground Lease, Lessee may also sublease a portion of the Premises under any SA or CA to any entity that is providing backhaul services to Lessee. Lessee must notify Lessor of such sublease or assignment within 30 days after the occurrence.

          (b) Otherwise, Lessee may not sublease any Premises or assign its rights under this Agreement or any SA or CA without Lessor’s prior written consent, which will not be unreasonably withheld, conditioned or delayed.

          (c) Lessor. Lessor may sell, lease, license or transfer any Site or Ground Lease, provided the sale, lease, license or transfer is subject to the terms and conditions of this Agreement and the applicable SA or CA and the assignee or transferee agrees in writing to be bound by the terms, conditions and obligations of this Agreement and the applicable SA or CA.

30. QUIET ENJOYMENT

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          Subject to the terms of the Ground Lease, Lessor covenants and agrees with Lessee that upon Lessee paying the Fees and any other amount due and payable under any SA and observing and performing all the terms, covenants and conditions on Lessee’s part to be observed and performed, Lessee may peacefully and quietly enjoy the Premises.

31. COVENANTS

          (a) Lessor. Lessor covenants, represents and warrants to Lessee, with respect to each SA or CA that: (i) Lessor: (1) owns good and marketable fee simple title to; (2) possesses a good and marketable leasehold interest in; (3) possesses a valid license in; or (4) possesses other legal rights to use the land on which the Site is located; (ii) Lessor possesses enforceable rights of access to the Site; and (iii) if applicable, Lessor owns good and marketable title to the Tower. If Lessee reasonably determines that there are any title matters which are an impediment to Lessee’s use of the Premises, Lessee agrees to exercise commercially reasonable efforts to cooperate, at Lessee’s expense, with Lessee’s efforts to obtain corrective documentation.

          (b) Mutual. Each party represents and warrants to the other party that: (i) it has full right, power and authority to execute, deliver and perform this Agreement and each SA or CA; (ii) the making of this Agreement and its performance will not violate any laws, ordinances, restrictive covenants or other agreements under which the party is bound; (iii) the party is a duly organized and existing corporation, partnership or limited liability company; (iv) the party is qualified to do business in any state in which Sites are located; (v) all persons signing this Agreement and each SA or CA on behalf of the party are authorized to do so by appropriate corporate, partnership or limited liability company action; and (vi) neither has had dealings with any real estate brokers or agents in connection with the negotiation of this Agreement or any SA or CA and Lessor and Lessee will indemnify and defend the other from and against any claim for commission, finder’s fee or other compensation made by a real estate broker or agent not disclosed in this Agreement or in an SA or CA who claims through the indemnifying party. The procedures under Section 25 will also apply to indemnification under this Section 31.

32. REPAIRS

          (a) Lessee.

     (i) At Lessee’s sole cost and expense, it will at all times during the term of each SA keep and maintain the Facilities and the Premises in a structurally safe and sound condition and in good repair; provided, however Lessor is not obligated to make any repairs that are the obligation of the Land Owner under a Ground Lease;

     (ii) If Lessee does not make required repairs within 30 days after receipt of written notice from Lessor, then Lessor may, at Lessor’s option, make the repairs on Lessee’s behalf. Within 30 days following Lessee’s receipt of Lessor’s written request, accompanied by reasonable supporting documentation, Lessee will pay Lessor’s reasonable and actual costs incurred to make the repairs. However, if Lessee commences required repairs within 30 days after receipt of written notice from Lessor requesting repairs and continuously and diligently pursues and completes the repairs, then the 30 day period will extend for up to an additional 60 days to permit Lessee to complete the repairs;

     (iii) If emergency repairs are needed to protect persons or property, Lessee will promptly correct the safety or use problem, even if a full repair cannot be made at that time. If Lessor first becomes aware of an emergency situation, Lessor will immediately contact Lessee pursuant to emergency procedure instructions posted at the Premises. If Lessor is unable to reach Lessee or Lessee is unable to promptly correct the safety or use problem, Lessor may, at its option, make the repairs. Within 30 days following Lessee’s receipt of Lessor’s written request, accompanied by reasonable supporting documentation, Lessee will pay Lessor’s reasonable and actual costs incurred to make the emergency repairs.

          (b) Lessor.

     (i) At Lessor’s sole cost and expense, it will at all times during the term of each SA keep and maintain any portion of the Site controlled by Lessor in a structurally safe and sound condition and in good

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repair, excluding however any portion of the Site that the Property Owner is obligated to maintain under the Ground Lease;

     (ii) If Lessor does not make required repairs within 30 days after Lessor’s receipt of written notice from Lessee, then Lessee may, at Lessee’s option, make the repairs on Lessor’s behalf. Within 30 days following Lessor’s receipt of Lessee’s written request, accompanied by reasonable supporting documentation, Lessor will pay Lessee’s reasonable and actual costs incurred to make the repairs on Lessor’s behalf. If Lessor fails to timely reimburse Lessee its reasonable and actual costs incurred to make the repairs, Lessee may offset the amount due from Lessor against Fees under one or more SAs until the full amount has been recouped by Lessee. However, if Lessor commences required repairs within 30 days after receipt of written notice from Lessee requesting repairs and continuously and diligently pursues and completes the repairs, then the 30 day period will extend for up to an additional 60 days to permit Lessor to complete the repairs;

     (iii) If Lessee is unable to use the Facilities because of repairs required on the Site or Tower which are the obligation of Lessor, then at Lessee’s expense (including the cost of any required Permits) it may, if not prohibited by the Ground Lease, immediately erect on the Premises or an unused portion of the Site a temporary communications facility, including any supporting structure, while Lessor makes repairs to the Site or Tower. If Lessee is not permitted or is unable to erect a temporary communications facility on the Premises or an unused portion of the Site, then Fees payable by Lessee for the applicable Premises will abate for the repair period during which Lessee is unable to use the Facilities for Lessee’s intended use.

33. HAZARDOUS SUBSTANCES

          (i) Lessor and Lessee agree that they will not use, bring to, transport across, generate, store or dispose of any Hazardous Material on, under, about or within any Site in violation of any law or regulation. Lessor represents, (a) that neither Lessor nor, to Lessor’s knowledge, any third party has used, brought to, transported across, generated, stored or disposed of, or permitted the use, bringing to, transporting across, generation, storage or disposal of, any Hazardous Material on, under, about or within any Site in violation of any law or regulation except as disclosed on any SA; and (b) for any Site where Lessee is attaching to a Tower owned by Lessor and that Lessor manages, Lessor will not permit any party with which Lessor has entered into a collocation agreement to use, bring to, transport across, generate, store or dispose of any Hazardous Material on, under, about or within any Site in violation of any law or regulation. Lessee will have responsibility for the identification, investigation, monitoring and remediation and/or cleanup of any environmental contamination, including but not limited to, groundwater, of a Site necessitated by Lessee‘s activity now or in the future conducted in, on or in any way related to a Site. Lessor will have responsibility for the identification, investigation, monitoring and remediation and/or cleanup of any environmental contamination, including but not limited to, groundwater, of a Site necessitated by Lessor’s activity now or in the future conducted in, on or in any way related to a Site. Notwithstanding the foregoing, each party retains whatever rights it may have under law to report to any governmental agency any environmental conditions that may cause a reporting obligation under any law or regulation.

          (ii) Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other’s partners, affiliates, agents and employees against any and all losses, liabilities, claims or costs (including reasonable attorneys’ fees and costs) arising from any breach of any representation, warranty or agreement contained in this Section 33. Nothing contained in this Section 33 will be construed or interpreted to require that Lessee remediate or assume any liabilities for any Hazardous Material on, under, about or within any Site unless Lessee or Lessee’s employees, agents or contractors placed such Hazardous Material in violation of any law or regulation.

34. SUBORDINATION

          This Agreement and applicable SA are subject and subordinate at all times to the lien of mortgages, deeds of trust and security instruments which encumber at any time the Site, Lessor’s interest or estate in the Site or the Ground Lease, if any (“Encumbrances”), all without the necessity of having further instruments executed by Lessee to effect the subordination. Lessee agrees to execute a commercially reasonable form of subordination agreement within 10 business days after request. Lessor agrees to reasonably cooperate with Lessee, upon request to secure a written agreement of parties to Encumbrances (substantially in the form of the attached Exhibit D ) to not

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disturb the rights of Lessee under this Agreement and the applicable SA so long as Lessee is not in default under the applicable SA.

35. CONFIDENTIALITY

          Except with the prior consent of the disclosing party, each party must: (i) limit access to Confidential Information to its employees, agents, representatives, subcontractors and consultants who have a need-to-know; (ii) advise its employees, agents, representatives, subcontractors and consultants having access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; and (iii) safeguard the Confidential Information by using a reasonable degree of care to prevent disclosure of the Confidential Information to third parties, but at least that degree of care used by that party in safeguarding its own similar information or material. These confidentiality obligations do not apply to the extent that (a) the information is in the public domain through no fault of the non-disclosing party, (b) the information has been disclosed by the disclosing party to third parties without similar confidentiality obligations attached to the disclosure, or (c) the disclosure of the information is required by judicial or administrative process or by law and the party has used commercially reasonable efforts to allow the disclosing party to intervene before the disclosure. Either party may also disclose the terms of this Agreement and any applicable SA or CA to any Land Owner for any Site.

36. CONDITION OF SITES.

          LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HAS INSPECTED EACH SITE AND ACCEPTS THE SAME “AS IS.”

37. MARKING AND LIGHTING REQUIREMENTS

          (a) Lessor will be responsible for compliance with all marking and lighting requirements of the FAA and the FCC for any Tower owned by Lessor provided that if the requirement for compliance results from the Facilities, Lessee will pay for such reasonable costs and expenses (including for any lighting automated alarm system). Should Lessee be cited because any Tower owned by Lessor is not in compliance and, should Lessor fail to cure the conditions of noncompliance, Lessee may either terminate the affected SA or proceed to cure the conditions of noncompliance at Lessor’s expense, which amounts may be deducted from the Fees.

38. WAIVER OF JURY TRIAL

          EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR AN SA OR CA.

          If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute arising out of this Agreement or any claim arising under any federal, state or local statues, laws or regulations, under the applicable commercial rules of the American Arbitration Association and 9 U.S.C. § 1, et.seq. Any arbitration will be held in the metropolitan area with a population of 1 million or more in closest proximity to the applicable Site.

          The agreement of each party to waive its right to a jury trial will be binding on its successors and assigns.

39. Dispute Resolution

          (a) Except as provided in subsection (f) below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, must first be attempted to be settled by good faith efforts of the parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, either by the fair market

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value appraisal process described in subsection (b) below for any dispute other than a FMV determination, by final, binding arbitration as set out in subsection (e) below for all other disputes.

          (b) If there is a dispute between the parties regarding the calculation of FMV, the parties will make good faith efforts to resolve the dispute based on a review of actual prices paid by the parties under other lease agreements, taking into consideration, but not limited to such factors such as the quantity of sites leased or committed to lease under a lease agreement, the type of attachment, the equipment configurations permitted, the size of the leased premises, the length of the term and the location of the sites. If the parties are unable to resolve such dispute in accordance with Subsection 39(d) below, either party may invoke the appraisal process described in this provision. The party seeking an FMV appraisal will engage an independent valuation expert from the American Society of Appraisers, the National Association for Certified Valuation Analysts, or a Certified Public Account with a Business Valuation Analyst accreditation or any other independent third party appraiser as may be mutually agreed upon by the parties. If the other party believes such appraisal to be unreasonable, it has the right to engage a separate appraiser from the same set of organizations. If these independent valuations differ by more than 15%, a third appraisal will be jointly commissioned and the average of the three independent appraisals will be considered binding. If the initial two appraisals do not differ by more than 15%, the average of the two will be presumed to represent fair market value for purposes of this Agreement.

          (c) If there is a dispute between the parties regarding the calculation of FAC, the parties will make good faith efforts to resolve the dispute based on a review of the elements of the cost calculation as described above. If the parties are unable to resolve such dispute in accordance with Subsection 39(d) below, then the dispute will be addressed in accordance with Subsection 39(e) below.

          (d) A party that wishes to initiate the dispute resolution process must send written notice to the other party with a summary of the controversy and a request to initiate these dispute resolution procedures. On receipt of the notice, the parties will first seek agreement through discussions at the parties’ director level for a minimum of 10 days and not more than 30 days. If no agreement is reached by the directors during that period, the parties will continue to seek agreement through discussions at the vice president level of the relevant operating divisions of each company for a minimum of an additional 15 days and not more than 30 days. If no agreement is reached by the vice presidents during that period, the parties will continue to seek agreement through discussions among individuals of each company at the Chief Operation Officer level or higher for a minimum of an additional 15 days and not more than 45 days. The individuals specified above may utilize other alternative dispute resolution procedures to assist in the negotiations to the extent mutually agreed to between such persons.

          (e) If any dispute other than a dispute regarding a FMV determination has not been resolved by the parties following exhaustion of the procedures set forth in subsection (d) above, either party may demand arbitration by sending written notice to the other party. The arbitration will be conducted in accordance with the arbitration rules promulgated under the CPR Institute for Dispute Resolution’s (“CPR”) Rules for Non-Administered Arbitration of Business Disputes then prevailing at a mutually agreeable neutral location. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the parties, and the decision may be enforced by either party in any court of competent jurisdiction. Each party will bear its own expenses and an equal share of the expenses of the third arbitrator and the fees, if any, of the CPR. The prevailing party will be entitled to reasonable legal fees and costs, including reasonable expert fees and court or arbitration costs. If the prevailing party rejected a written settlement offer that exceeds the prevailing party’s recovery, the offering party will be entitled to its reasonable legal fees and costs.

          (f) The foregoing notwithstanding, each party will have the right to seek temporary injunctive relief pending an arbitration decision in any court of competent jurisdiction with respect to any alleged breach by the other party of any obligation under this Agreement or any SA or CA.

40. MISCELLANEOUS

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          (a) This Agreement, together with each SA or CA entered into pursuant to the terms hereof, constitutes the entire agreement and understanding between the parties and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement and each SA or CA must be in writing and signed by Lessor and Lessee executed by both parties.

          (b) If any provision of this Agreement or any SA or CA is invalid or unenforceable with respect to any party, the remainder of this Agreement or SA or CA or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Agreement or SA or CA will be valid and enforceable to the fullest extent permitted by law.

          (c) This Agreement and each SA or CA will be binding on and inure to the benefit of the successors and permitted assignees of the respective parties.

          (d) Notice. Any notice or demand required to be given in this Agreement or a SA or CA will be made by certified or registered mail, return receipt requested or reliable overnight courier to the address set forth below:

          If sent to Clearwire or its Affiliates:

Clearwire Communications LLC
4400 Carillon Point
Kirkland, WA 98033
Attn: Site Leasing

          with a copy to:

Clearwire Corporation
4400 Carillon Point
Kirkland, WA 98033
Attn: Legal Department

          If sent to Sprint Nextel or its Affiliates:

Sprint Nextel Property Services
Mailstop: KSOPHT0101-Z2650
6391 Sprint Parkway
Overland Park, KS 66251-2650

          with a copy to:                        Sprint Nextel Law Department

6391 Sprint Parkway
Mailstop: KSOPHT0101-Z2020
Overland Park, KS 66251-2020
Attn: Real Estate Attorney

Notices are deemed received 1 business day following deposit with a reliable overnight courier or 5 business days following deposit in the United States mails, postage prepaid and certified or registered mail, return receipt requested, addressed as required above. Lessor or Lessee may from time to time designate any other address for this purpose by written notice to the other party in accordance with this Section 40.

          (e) Each SA or CA and this Agreement as applied to that SA or CA will be construed in accordance with the laws of the state in which the Site is located.

          (f) If permitted under the Ground Lease, either party may elect to record a Memorandum of Site Agreement substantially in the form annexed hereto as Exhibit E in the Official Records of the city or county where the Premises is located.

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          (g) Nothing contained in this Agreement or any SA or CA shall be deemed or construed by the parties hereto or by any third Person to create the relationship of principal and agent, partnership, joint venture or any association between Sprint Nextel and Clearwire other than contracting parties.

          (h) The captions of this Agreement and each SA or CA are inserted for convenience only and are not to be construed as part of this Agreement or the applicable SA or CA or in any way as limiting the scope or intent of its provision.

          (i) The prevailing party in any litigation arising hereunder or under any SA or CA will be entitled to its reasonable attorneys’ fees, expert witness fees and court costs, including appeals, if any.

          (j) All Riders and Exhibits annexed hereto form material parts of this Agreement and each SA or CA.

          (k) This Agreement and any SA or CA may be executed in duplicate counterparts, each of which will be deemed an original.

          (l) Survival. It is understood and agreed that whether or not it is specifically so provided elsewhere herein, any provision of this Agreement which by its nature and effect could be or is required to be kept, observed or performed after the expiration or earlier termination of this Agreement, including without limitation the indemnification and limitation of liability provisions, will survive the expiration or termination and will be and remain binding upon and for the benefit of the parties until fully observed, kept or performed, except as otherwise provided.

          (m) No Waiver. No provision of this Agreement or any SA or CA will be deemed to have been waived by either party unless the waiver is in writing and signed by the party against whom enforcement is attempted. No custom or practice which may develop between the parties in the administration of the terms of this Agreement or any SA or CA is to be construed to waive or lessen any party’s right to insist upon strict performance of the terms of this Agreement or any SA or CA. The rights granted in this Agreement and under each SA or CA are cumulative of every other right or remedy that the enforcing party may otherwise have at law or in equity or by statute and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

          (n) Construction. The parties acknowledge and agree that they have been represented by counsel and that each of the parties has participated in the drafting of this Agreement and each SA or CA. Accordingly, it is the intention and agreement of the parties that the language, terms and conditions of this Agreement and each SA or CA are not to be construed in any way against or in favor of any party by reason of the responsibilities in connection with the preparation of this Agreement or each SA or CA.

          (o) Time is of the Essence. Time is of the essence with respect to this Agreement and each SA and CA.

          (p) Governing Law. This Agreement and each SA and CA will be governed in all respects by the laws of the state in which the applicable Site is located.

          (q) Submitted of Agreement or SA or CA. The submittal of this Agreement or a SA or CA for examination does not constitute an offer to grant rights in respect of a Site and this Agreement and SA or CA shall become effective only upon the full execution of the same by the parties hereto.

          (r) Affect of Agreement. The parties agree that this Agreement shall be the form of agreement going forward between the parties hereto with respect to any existing or future properties that involve the leasing or licensing of a shared RAD center, including, to the extent assumed by Lessee, all Sites involving a shared RAD center licensed under the Inter-Company Master License Agreement, dated January 31, 2006, previously entered into between certain Affiliates of Sprint Nextel, including Xohm (“Inter-Company Sites”). Within 90 days after the Closing Date, Lessee will decide which Inter-Company Sites it will assume and convert into a lease either under this Agreement for any shared RAD centers or under the Existing Tower Agreement for any non-shared RAD centers on a Tower owned by Sprint or its Affiliates, if any, and then will negotiate in good faith a process and a schedule by

22

which to document the conversion of those premises to Premises leased by Lessee under this Agreement or the Existing Tower Agreement, as applicable. Clearwire will not be required to pay any termination fee for any Inter-Company Site that it elects not to lease under this Agreement, or the Existing Tower Agreement, but must reimburse Lessor when due for any recurring monthly increases in rent that the licensor for the Inter-Company Site committed to pay to a Land Owner to enable Clearwire to use the Inter-Company Site, including during any renewal term of the Ground Lease, provided Lessee shall have the right to negotiate with Land Owner to remove or transfer the payment obligations of any recurring monthly increases in rent to Lessee. If the Licensor elects, at any time, to use any additional space for which Clearwire is making a reimbursement payment or makes such additional space available for the use of any other party, the Licensor must promptly notify Clearwire of such use and Clearwire will be released from its obligation to make any reimbursement payments associated with that additional space. Lessee will not be required to pay any termination fee, Application Fee, or any other fee or costs for any Inter-Company Site that it elects not to assume or lease under this Agreement or the Existing Tower Agreement. Lessor will be responsible for paying the costs attributable to documenting such conversion for the Sites Lessee decides to assume. Lessee is responsible for paying the costs attributable to obtaining any required consents from the Land Owner (if any). As of the Closing Date, Lessee will pay fees, and, if applicable, Pass Through Fees, Preparation Fees, and Reimbursement Fees, at the rates stated in Schedule 1 of this Agreement regardless of whether the conversion documents have been fully executed.

          (s) Applicable Laws. Lessor and Lessee each agree to conduct its activities relating to a Site in accordance with all laws, ordinances, orders, rules and regulations of any applicable governmental authority or agency.

The parties have executed this Agreement by their respective authorized representatives as of the Effective Date.

Sprint Nextel:		Clearwire:
Sprint Spectrum L.P.		Clearwire Communications LLC
By: Name:	/s/ Keith O. Cowan Keith O. Cowan	By: Name:	/s/ Hope Cochran Hope Cochran
Title:	Vice President	Title:	Senior Vice President, Finance and Treasurer
Tax ID#: 48-1165245		Tax ID#: 26-3783012

23

Schedule 1:
Fees

[*****]

1

EXHIBIT A
SITE AGREEMENT

          This Site Agreement (“SA”) is made and entered into as of this       day of                     , 20      (the “SA Effective Date”), by and between                     , a                      (“Lessee”) and                                         , a                      (“Lessor”), pursuant and subject to that certain Master Site Agreement dated as of                                         , 2008 (“Agreement”). Unless otherwise defined herein, all capitalized terms have the meaning ascribed in them in the Agreement.

1. Lessor Site Number and Name:

2. Lessee Site Number and Name:

3. Name of Lessor:

4. Name of Lessee:

5. Site Address:
            (street address and legal description — attach)

6. Site Latitude and Longitude:

7. SA Commencement Date: To be determined in accordance with Section 6(b) of the Agreement.

8. Monthly Fee:

9. Pass Through Fee:

10. Preparation Fee: The amount of the Preparation Fee shall be the amount listed in the applicable purchase order that will be submitted to Lessor by Lessee and approved by Lessor prior to Lessee’s installation of its equipment. Lessor shall not conduct any site preparation work until the purchase order for the work has been submitted by Lessee and approved by Lessor.

11. Reimbursement Fee:

12. Term:

13. Site — Lessor-Owned: [     ] or Lessor-Leased: [     ]

     If leased, Term of Ground Lease:

14. Special Access Requirements:

15. Existing Environmental Issues:

16. Lessor Contact for Access for Emergency:

17. Lessee Contact for Emergency:

Lessor:	Lessee:
By:	By:
Name:	Name:
Title:	Title:
Date:

1

Attachments:	Exhibit 1:	Field Drawing of Antennas/Dishes Location(s)
	Exhibit 2:	Field Drawing of Equipment Shelter/Room/Cabinet Location(s) and right-of-way to the Premises
	Exhibit 3:	Engineering/Architectural Plans and Specifications
	Exhibit 4:	[Intentionally Omitted]
	Exhibit 5:	[Intentionally Omitted]
	Exhibit 6:	Ground Lease (if applicable, together with any applicable Land Owner consent)

2

EXHIBIT A-1

TRI-PARTY AGREEMENT

          THIS TRI-PARTY AGREEMENT (this “Agreement”) is dated as of                     , 20___and entered into by and among                     ,                      (“Lessor”),                     , a                      (“Lessee”), and                     , a                      (“Prime Landlord”).

RECITALS

          Lessor and Prime Landlord entered into that certain                      dated                     ,                      (“Prime Lease”), whereby Lessor leased/licensed tower, ground and/or rooftop space on the property described therein (“Property”).

          Lessee is in negotiations with Prime Landlord for the installation of its facilities on all or a portion of the Property pursuant to a lease/license agreement (the “Auxiliary Lease”) and requires Lessor’s consent to utilize the space or entitlements outlined in Exhibit A attached hereto (collectively “Entitlements”), which are currently leased/licensed by Lessor under the Prime Lease.

          Lessor is willing to grant such consent pursuant to the terms and conditions set forth below.

          WHEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

          1. Lessor hereby consents to Lessee’s use of the Entitlements subject to the terms of this Agreement.

          2. Prime Landlord and Lessee agree that the Auxiliary Lease will not be amended without the prior written consent of Lessor, which consent will not be unreasonably withheld, conditioned or delayed. Lessee agrees to deliver a fully-executed copy of the Auxiliary Lease to Lessor within 30 days after its full execution. Prime Landlord agrees to send a copy of any default or notice of termination by Lessee under the Auxiliary Lease concurrently to Lessor.

          3. Lessor shall in no event be liable to Prime Landlord in connection with any failure by Lessee to perform its obligations under the Auxiliary Lease.

          4. At such time as the Auxiliary Lease is terminated or transferred in contravention to the terms of the master site agreement between Lessor and Lessee, the Entitlements shall revert back to Lessor’s ownership and control under the Prime Lease as if the Auxiliary Lease had not been executed without the necessity of any amendment or other agreement under the Prime Lease. Lessee shall send a notice of termination of this Agreement within five business days after terminating the Auxiliary Lease with Prime Landlord.

          5. This Agreement applies to and binds the heirs, successors, executors, administrators and assigns of the parties thereto. Any provision of this Agreement which is unenforceable or invalid or contrary to law, (or its inclusion would affect the validity or enforcement of this Agreement) shall be of no effect, and the remaining terms and provisions of this Agreement shall subsist and be fully effective. In the event any dispute between the parties hereto should result in litigation, the prevailing party shall be entitled to its reasonable attorney’s fees, expert witness fees and court costs, including appeals, if any. This Agreement shall be construed according to the laws of the state where the Property is located. Any notice under this Agreement shall be given in writing and forwarded by certified mail, return receipt requested, or sent by reliable overnight carrier, addressed as follows:

[Lessor or Lessee]:	Sprint Nextel Property Services
	Mailstop: KSOPHT0101-Z2650
	6391 Sprint Parkway
	Overland Park, KS 66251-2650

1

With a copy to:	Sprint Nextel Law Department
	6391 Sprint Parkway
	Mailstop: KSOPHT0101-Z2020
	Overland Park, KS 66251-2020
	Attn: Real Estate Attorney
[Lessor or Lessee]:	Clearwire US LLC
	4400 Carillon Point
	Kirkland, WA 98033
	Attn: Site Leasing
	Site ID:
	Phone: (425) 216-7600
	Fax: (425) 216-7900
With a copy to:	Clearwire LLC
	4400 Carillon Point
	Kirkland, WA 98033
	Attn: Legal Department
	Site ID:
	Phone: (425) 216-7600
	Fax: (425) 216-7900

          Prime Landlord:                                         

          With a copy to:                                         

          Notices are deemed received 1 business day following deposit with a reliable overnight courier or 5 business days following deposit in the United States mails, postage prepaid and certified or registered mail, return receipt requested, addressed as required above. The parties hereto may from time to time designate any other address for this purpose by written notice to the other parties in accordance with this Section 5.

          6. This Agreement will be void in the event the Auxiliary Lease is not fully executed within 60 days from the date of this Agreement.

                IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

          Prime Landlord:

                                                    , a                                           

By:

Print Name:

Its:

Date:

          Lessor:

                                                  , a                                          

By:

Print Name:

Its:

Date:

2

          Lessee:

                              , a                                         

By:

Print Name:

Its:

Date:

3

EXHIBIT A- ENTITLEMENTS

4

EXHIBIT A-2
CONSENT AGREEMENT

          THIS CONSENT AGREEMENT (this “CA”) is made and entered into as of this ___ day of                     , 20 ___, by and between                     , a                      (“Authorizor”), and                                         , a                      (“Authorizee”), pursuant and subject to that certain Master Site Agreement dated as of                                         , 2008 (“Agreement”). Unless otherwise defined herein, all capitalized terms have the meaning ascribed in them in the Agreement.

1. Authorizor Site Number and Name:

2. Authorizee Site Number and Name:

3. Name of Authorizor:

4. Name of Authorizee:

5. Site Address:
       (street address and legal description — attach)

6. Site Latitude and Longitude:

7. Monthly Fee:

8. Pass Through Fee:

9. Preparation Fee: The amount of the Preparation Fee shall be the amount listed in the applicable purchase order that will be submitted to Lessor by Lessee and approved by Lessor prior to Lessee’s installation of its equipment. Lessor shall not conduct any site preparation work until the purchase order for the work has been submitted by Lessee and approved by Lessor.

10. Reimbursement Fee:

11. Term of Ground Lease:

12. Special Access Requirements:

13. Existing Environmental Issues:

14. Authorizor Contact for Emergency:

15. Authorizee Contact for Emergency:

Authorizor:	Authorizee:
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

1

Attachments:	Exhibit 1:	Field Drawing of Antennas/Dishes Location(s)
	Exhibit 2:	Field Drawing of Equipment Shelter/Room/Cabinet Location(s) and right-of-way to the Premises
	Exhibit 3:	Engineering/Architectural Plans and Specifications

2

EXHIBIT B
APPLICATION FORM

Application Form:

[*****]

EXHIBIT C
ASSIGNMENT AND ASSUMPTION AGREEMENT FORM

ASSIGNMENT AND ASSUMPTION AGREEMENT

          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is entered into as of the       day of                     , 20___(“Effective Date”), by and between                                         , a                      (“Assignor”), and                                         , a                      (“Assignee”).

BACKGROUND

          On or about                                         , Assignor and                                          (“Owner”) entered into that certain                      (the “Ground Lease”), a copy of which is attached and incorporated herein as Exhibit A, whereby Owner leased or licensed to Assignor certain premises as described therein.

          Assignor and Assignee have reached an agreement whereby Assignor will assign the Ground Lease to Assignee.

AGREEMENT

          In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency whereof are acknowledged, Assignor and Assignee agree as follows:

          1. Incorporation of Recitals. The foregoing recitals are incorporated herein as fully as if set forth in the body of this Assignment.

          2. Assignment by Assignor. Assignor sells, conveys, grants, transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Ground Lease and any and all amendments thereto, together with Assignor’s leasehold estate as set forth in the Ground Lease and all easements, licenses and other rights or privileges accruing to Assignor under or in connection with the Ground Lease.

          3. Assumption by Assignee. Assignee accepts the assignment of the Ground Lease and any and all amendments thereto as herein set forth, and expressly assumes the payment and performance of all of the Assignor’s obligations under the Ground Lease (other than obligations arising out of acts or conduct of Assignor prior to the Effective Date) to the same extent as if the Assignee had been named tenant or licensee under the Ground Lease.

          4. Mutual Indemnity. Assignee indemnifies and agrees to defend Assignor against and holds Assignee harmless from any and all liabilities, suits, actions, losses, damages, fees, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by Assignor resulting from or related to any failure by Assignee to observe or perform any of its agreements or obligations under the Ground Lease on or subsequent to the Effective Date. Assignor indemnifies and agrees to defend Assignee against and holds Assignee harmless from any and all Claims suffered or incurred by Assignee resulting from or related to any failure by Assignor to observe or perform any of its agreements or obligations under the Ground Lease prior to the Effective Date.

          5. Notices. Assignee agrees to give notice to Owner of the execution of this Assignment if required by the terms of the Ground Lease and of the address for notices to the tenant or licensee under the Ground Lease, together with any other notices or documents as may be required by the Ground Lease.

          6. Execution and Counterparts. This Assignment may be executed in two or more counterparts, all of which taken together constitute one and the same instrument.

1

          7. Governing Law. This Assignment is controlled by and is to be construed in accordance with the laws of the state where the real property described in the Ground Lease is located.

          Assignor and Assignee have executed this Assignment as of the date Effective Date.

ASSIGNOR:	ASSIGNEE:
,	,
a	a
By:	By:
Printed Name:	Printed Name:
Title:	Title:

Date:                                                                , 20___                                     Date:                                                            , 20___

2

EXHIBIT A

(Ground Lease)

[see attached]

3

Lease No.                                         

EXHIBIT D
NON-DISTURBANCE AGREEMENT

          This Non-Disturbance Agreement (“Agreement”) is made and entered into as of                     , by and between                     [insert Lender name], having an office at [insert Lender address] (“Lender”), a                      corporation (“Lessor”) and                      (“Lessee”).

WITNESSETH:

          WHEREAS, Lender has made or intends to make a loan or loans (the “Loan”) to or for the benefit of Lessor secured by a [fee simple] [leasehold] interest in certain real property more fully described on the metes and bounds legal description which is attached hereto, made a part hereof and labeled Attachment 1 and all improvements thereon and appurtenances thereto (the “Property”); and

          WHEREAS, Lender has required the Loan to be secured by a mortgage and security agreement (the “Mortgage”) on the Property; and

          WHEREAS, Lessor and Lessee have entered into that certain Site Agreement dated                     , (the “SA”) with respect to certain premises (the “Premises”) which are part of the Property all as more particularly set forth in the SA; and

          WHEREAS, Lessor has assigned or is to assign, pursuant to the Mortgage and documents related thereto, all of its right, title and interest in the SA and the fees payable thereunder to Lender as security, inter alia, for the performance of its obligations made in connection with the Loan;

          NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do mutually covenant and agree as follows:

          l. Non-Disturbance. So long as Lessee is not in default (after the expiration of all periods afforded to Lessee during which SA has the right to cure any default), in the payment of Fees or other sums or charges now or hereafter payable under the SA, or in the performance of any of the terms, covenants or conditions of the SA, Lessee will not, by reason of foreclosure of the Mortgage, acceptance of a deed in lieu of foreclosure, or the exercise of any remedy provided in the Mortgage, be disturbed in Lessee’s use, occupancy and quiet enjoyment of the Premises during the term of the SA or any extension thereof set forth in the SA and Lessee will have the right to exercise all renewal terms set forth in the SA in accordance with the terms of the SA.

          2. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement will also inure to the benefit of any subsequent mortgagee or holder of other security instrument with respect to the Property or any part to refinance the loan, and in such event, all references herein to Lender will also refer to such mortgagee or holder, and all references to the Mortgage will also refer to such mortgage or security instrument.

          3. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of                                   .

          4. Amendment. This Agreement may not be changed, amended or modified in any manner other than by an agreement in writing specifically referring to this Agreement and executed by the parties hereto.

          5. Counterparts. This Agreement may be executed in counterparts, each being deemed an original and all being deemed one and the same.

1

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	Lender:
(SEAL)
Attest:	By:
Name:	Name:
Title:	Title:
	Lessee:
(SEAL)
Attest:	By:
Name:	Name:
Title:	Title:

2

STATE OF

COUNTY OF

          On                                         , before me,                                                              , Notary Public, personally appeared                              , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

(SEAL)

Notary Public

My commission expires:                                         

3

STATE OF

COUNTY OF

          On                     , before me,                                          , Notary Public, personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

(SEAL)

Notary Public

My commission expires:                                         

4

Non-Disturbance Agreement — Attachment 1

[Metes and bounds legal description secured property]

5

EXHIBIT E
MEMORANDUM OF SITE AGREEMENT

          CLERK: Please return this document to:                                                                                  

          This Memorandum of Site Agreement is entered into on this       day of                     , 200     , by and between                                         , a                      corporation, with an office at                     , (“Lessor”) and                                         , a                      with an office at                      (“Lessee”).

          1. Lessor and Lessee entered into a Site Agreement (“SA”) on the       day of                      20     , for the purpose of installing, operating and maintaining a radio communications facility and other improvements. All of the foregoing are set forth in the Agreement.

          2. The term of the SA is for       (   ) years commencing on                     , 20      or                     , 20     , whichever first occurs (“Commencement Date”), and terminating on the                      anniversary of the Commencement Date with       (     ) successive       (     ) year options to renew.

          3. The Land which is the subject of the SA is described in Attachment 1 A annexed hereto. The portion of the Land to which Lessee has rights (the “Premises”) is described in Attachment 2 annexed hereto.

          IN WITNESS WHEREOF, the parties have executed this Memorandum of Site Agreement as of the day and year first above written.

Lessor:	Lessee:
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

1

STATE OF

COUNTY OF

          On                                         , before me,                                          , Notary Public, personally appeared                                         , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

(SEAL)

Notary Public

My commission expires:                                        

2

STATE OF

COUNTY OF

          On                                         , before me,                                          , Notary Public, personally appeared                                         , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

(SEAL)

Notary Public

My commission expires:                                         

3

Memorandum of Site Agreement — Attachment 1
DESCRIPTION OF LAND

          to the SA dated                                         , 20      by and between                     , as Lessor, and                                         , as Lessee.

The Land is described or depicted as follows:

and otherwise known as

A.P.N. or P.I.N. or Real Property Tax I.D. #:

4

Memorandum of Site Agreement — Attachment 2
DESCRIPTION OF PREMISES

          to the SA dated                                         , 20      by and between                     , as Lessor, and                                          , as Lessee.

          The Land is described or depicted as follows:

Notes:

1.	This Attachment may be replaced by a land survey of the Premises once it is received by Lessee.
2.	Setback of the Premises from the Land’s boundaries will be the distance required by the applicable governmental authorities.
3.	Width of access road will be the width required by the applicable governmental authorities, including police and fire departments.
4.	The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers, mounting positions may vary from what is shown above.

5

EX-10.31

Exhibit 10.31

EXECUTION COPY

No.: BSGXXXX-XXXX
Date: November 28, 2008

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

MASTER AGREEMENT FOR NETWORK SERVICES

Customer Name:	Clearwire Communications LLC
Address:	4400 Carillon Point
	Kirkland, WA 98033

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 CLEARWIRE COMMUNICATIONS LLC (“Clearwire” or “Customer”).

BACKGROUND

Sprint and other parties have entered into a Transaction Agreement and Plan of Merger dated as of May 7, 2008 as amended (the “TA”) which provides, among other things, for the formation of Clearwire which will become an affiliate of Sprint following the completion of the transactions contemplated by the TA.

The transactions contemplated by the TA, including the formation of Clearwire, will: (i) foster the development by Sprint and its affiliates of a nationwide wireless broadband network (the “Wireless Broadband Network”); (ii) expedite the commercial availability of wireless broadband services over the Wireless Broadband Network to be owned and operated by Clearwire; and (iii) promote the development of wireless broadband services.

Sprint and its affiliates have entered various commercial agreements with Clearwire which will result in the establishment of certain commercial relationships between Sprint and its affiliates and Clearwire upon completion of the transactions contemplated by the TA.

As a result of the foregoing, Sprint desires to enter into this Agreement with Clearwire to provide, or cause to be provided, to Clearwire certain network products and services including, but not limited to, IP transport and backhaul, shared hardware and data center collocation services, for Clearwire’s primary 4G switch sites known as Clearwire WiMAX Service Centers (“NWSCs”) , control centers, POP sites and other MPLS interconnections between the NWSCs and other Clearwire support sites, for the consideration and on the terms and conditions set forth in this Agreement.

In consideration of the mutual terms and conditions of this Agreement, the parties agree as follows:

1. General

     1.1 Services. Sprint will provide, or cause to be provided, certain products and services to Clearwire on a non-exclusive basis (i.e., Sprint is permitted to provide services and products to other customers and Clearwire is permitted to purchase products and services from other providers) under the terms and conditions of this Agreement and any Order (as defined in Section 23 below) (this Master Agreement and all attachments, related Orders and Statements of Work (“SOW”) are collectively referred to as the “Agreement”). “Order” or “SOW” means an agreed to document between the parties defining the scope of Services to be provided by Sprint. Each Order or SOW specifically incorporates the terms of this Agreement. The terms and conditions of this Agreement control if there is any conflict or inconsistency between the terms and conditions of an Order or SOW and the terms and conditions of this Agreement. Additional terms and conditions in an Order or SOW that impose obligations or increased expenses not expressly contemplated by this Agreement will have no force or effect unless agreed to in advance in writing by both parties.

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

     1.2 Performance. Sprint will perform all Services in a good and workmanlike manner and in accordance with the terms and conditions of this Agreement, including the requirements of each SOW, and at a standard not less than those Service Level Agreements made available by Sprint’s to its “most favored” customers. Sprint must devote the time, effort and resources to the performance of the Services as are necessary to accomplish the tasks as specified in the Order in a timely and professional manner. With Clearwire’s prior written consent, which Clearwire will not unreasonably withhold, Sprint may utilize assistance from its subsidiaries, affiliates, subcontractors or consultants in the performance of the Services, but Sprint will remain responsible for the fulfillment of its obligations under this Agreement.

     1.3 Additional Services. From time to time after the date hereof, Clearwire may identify additional products or services which Clearwire desires for Sprint to provide to Clearwire (“Additional Products or Services”). In such event, the parties will amend this Agreement to add the Additional Products or Services and the terms, conditions and pricing under which such Products or Services will be delivered. In all cases, Sprint and Clearwire will cooperate and act in good faith in determining whether, and on what terms, Sprint will provide the Additional Products and Services. Clearwire is not obligated to first make request to Sprint before Clearwire may secure services from third parties, and, the foregoing notwithstanding, Sprint will have no obligation to agree to execute an Order to provide Additional Products or Services.

     1.4 Modification or Discontinuance of Services.

          A. Modifications Not Requiring Consent. Sprint may make changes from time to time in the manner of performing any Service to Clearwire if (1) Sprint is making similar changes in performing analogous services for itself or for other similarly situated customers in general, (2) Sprint furnishes to Clearwire substantially the same notice (in content and timing) as Sprint must furnish to its own organization or other similarly situated customers respecting the changes, but in no case less than 60 day prior written notice, (3) no unreasonable amount of resources or development is required by Clearwire, as determined by Clearwire, to accept the changes; and (4) the change will have no material impact on the features, functionality or pricing of the Products or Services and no material impact on Sprint’s ability to meet the SLA for the Products and Services. No change may increase the charges for the applicable Service unless agreed to in advance, in writing by both parties.

          B. Modifications Requiring Consent. Sprint may request the consent of Clearwire to a material modification of any Product or Service by sending Clearwire written notice of the proposed change for the Product or Service at least 60 days before the change is to take effect. Clearwire will use commercially reasonable efforts to provide any objections to the requested modification within 60 days of receipt of the notice. Except as otherwise provided for in this Agreement, Clearwire is not obligated to agree to accept the change request, in which case the change will not be implemented by Sprint with respect to the Products and Services to be delivered under this Agreement.

          C. Service Discontinuance. If Sprint elects to abandon a Product line or Service offering being provided to Clearwire under this Agreement (which Sprint may do only if Sprint has also elected to abandon the Product line or Service for all other customers), Sprint will give Clearwire commercially reasonable notice in writing, but in no event shall Sprint give less than 180 days before the anticipated date of discontinuance. If Sprint intends to abandon or transfer assets (subject to transfer rights and any right to use restrictions in the applicable asset purchase agreements), including but not limited to equipment, software, property, network, employees or other resources, used in providing the discontinued Product or Service, Sprint will provide Clearwire the opportunity to bid on such assets before Sprint abandons or transfers such assets to a third party. This provision will not apply in the case of a Product or Service end-of-life when a replacement or next-generation Product or Service is made available by Sprint.

     1.5 Conflicts Provision. If a conflict exists among provisions within the Agreement, specific terms will control over general provisions, and negotiated, added or attached terms, conditions or pricing will control over standardized, posted or non-negotiated terms, conditions and pricing, to the extent permitted by law.

     1.6 Change of Control.

A. Other than as permitted under Section 9 (Assignment) below, if at any time during the Term, a Competitor of Sprint acquires a Controlling interest in Clearwire, Sprint and

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	Clearwire agree to renegotiate pricing of any or all of the services being delivered by Sprint within 90 days following the change in Control to a Competitor of Sprint. If the Parties, both acting reasonably, are unable to reach agreement, on new pricing within 90 days, Sprint reserves the right to terminate this Agreement with 180 days’ advance written notice.
B.	If Sprint is acquired by a third party, Clearwire will have the opportunity to bid on divested or abandoned assets.

     1.7 Transition. In the event of any termination or expiration of the Agreement or any Order or SOW, Sprint will cooperate reasonably in the orderly wind-down of the Services being terminated or transitioned to another service provider. Sprint will provide a transition period for Services not to exceed one hundred twenty (120) days, and Clearwire shall pay Sprint for any Services associated with such transitional period at prices no higher than quoted under this Agreement, unless the parties mutually agree to a longer time period. If Clearwire initially designates a transition period of less than one hundred twenty (120) days, it may unilaterally subsequently extend the transition period up to the maximum period of one hundred twenty (120) days with five (5) days’ notice to Sprint. Clearwire may, in its discretion, terminate the transition period at any time by giving written notice to Sprint. During the transition period, the Parties will continue to be bound by and perform in accordance with the Agreement and all applicable SOWs and Orders, except that Sprint may reduce designated support services, if any, in proportion to the level of Services installed. If Clearwire is in material default of its payment obligations at the time it requests a transition period, Sprint may require the account to be brought current or a deposit from Clearwire before providing transition services over more than a 30-day period.

2. Term

This Agreement will become effective as of November 28, 2008 (the “Effective Date”) and will continue for 5 years (the “Initial Term”). Clearwire has the right to renew this Agreement for one additional 5 year term (the “Renewal Term”) upon written notice to Sprint of its intent to renew at least 60 days before the expiration of the Initial Term. The Initial Term and Renewal Term are referred to as the “Term.” This subsection is subject to the early termination rights stated elsewhere in this Agreement or other term periods identified in any attachment or related statement of work.

3. Attachments

The following attachments and exhibits are incorporated into this Agreement by reference (“Attachment(s)”):

          Attachment A: Interexchange Services Pricing

               Attachment A-1: IP Network Transport Services

                    Exhibit A to Attachment A-1: IP Addresses

                    Exhibit B to Attachment A-1: Sprint Dedicated Internet Access

               Attachment A-2: Data Center Collocation

               Attachment A-3: Network Operations and Management

                    Exhibit A to Attachment A-3: Interface Agreement Between Sprint and Clearwire for Wireline Services

                    Exhibit B to Attachment A-3: Interface Agreement Between Sprint and Clearwire for Wireless Services

               Attachment A-4: Application Platforms

                    Exhibit A to Attachment A-4: LocationBased Services

                    Exhibit B to Attachment A-4: Cyclades

                    Exhibit C to Attachment A-4: CALEA and Subpoena Compliance Requirements

                    Exhibit D to Attachment A-4: Subscriber Provisioning System

                    Exhibit E to Attachment A-4: Operation Support System Network

                    Exhibit F to Attachment A-4: Authentication, Authorization and Accounting Support

                    Exhibit G to Attachment A-4: Network System Enablement

                    Exhibit H to Attachment A-4: Change Management Process and Change Order Form

               Attachment A-5: Toll Free Voice Services

               Attachment A-6: Network Metropolitan Area Network Private Line Facilities Service Description and Pricing

          Attachment B: Backhaul

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     Attachment C: Product Annexes

          Attachment C-1: Facilities and Services Annex

                    Exhibit A to Attachment C-1: Collocation Sites

                    Exhibit B to Attachment C-1: Network Facilities Collocation Service Description and Pricing

                    Exhibit C to Attachment C-1: Core Site Access Requirements

     Attachment C-2: Dedicated Internet Access Product Annex

     Attachment C-3: MPLS VPN Product Annex

     Attachment D: Service Level Agreements

                    Attachment D-1: Global Sprint Dedicated IP Services Service Level Agreements

     Attachment E: Forecasting and Capacity Management

4. Confidential Information

     4.1 General. Except with the prior consent of the disclosing party, each party must: (i) limit access to the Confidential Information to its employees, agents, representatives, subcontractors and consultants who have a need-to-know; (ii) advise its employees, agents, representatives, subcontractors and consultants having access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; and (iii) safeguard the Confidential Information by using a reasonable degree of care to prevent disclosure of the Confidential Information to third parties, but at least that degree of care used by that party in safeguarding its own similar information or material. These confidentiality obligations do not apply to the extent that (a) the information is in the public domain through no fault of the non-disclosing party, (b) the information has been disclosed by the disclosing party to third parties without similar confidentiality obligations attached to the disclosure or (c) the disclosure of the information is required by judicial or administrative process or by law and the party has used commercially reasonable efforts to allow the disclosing party to intervene before the disclosure. “Confidential Information” means any information marked, noticed, or treated as confidential by a party that the party holds in confidence, including all trade secret, technical, business, or other information, including customer or client information, however communicated or disclosed, relating to past, present and future research, development and business activities.

     4.2 Customer Proprietary Network Information. With regard to Customer Proprietary Network Information (as defined below), each party must: (i) implement a program that trains associates with access to the CPNI of the other party to avoid accessing or using CPNI of the other party except as expressly allowed under this Agreement; (ii) where economically reasonable, implement a conspicuous on-screen and hard-copy scripting program to remind associates with access to CPNI of the other party of their contractual and legal compliance obligations; (iii) prohibit the use of CPNI of the other party for marketing purposes; (iv) protect CPNI of the other party from distribution to other parties who are not engaged in assisting the owner of the CPNI in providing service to the owner’s customers; (v) contractually obligate its third party subcontractors to abide by obligations that are at least as stringent as those that are enumerated in this Section 4.2 when they have access to the CPNI of the other party; (vi) implement an audit program to assure compliance with CPNI protection commitments and obligations; (vii) promptly electronically report breaches of the obligations to protect CPNI of the other party to the Secret Service and FBI via the CPNI Breach Reporting Facility within seven days of the breach before notification to the other party (unless there is an urgent need to avoid immediate and irreparable harm in which case the other party may be immediately notified); (viii) report breaches of the obligations to protect CPNI of the other party to the other party seven days after reporting a breach to the Secret Service and FBI, unless law enforcement has requested a longer delay; and (ix) administer a disciplinary program that treats associates who violate the CPNI obligations to the other party in the same manner as associates who fail to adequately protect the CPNI of their employer. “Customer Proprietary Network Information” (or “CPNI”) means customer information as defined in Section 222 of the Telecommunications Act of 1996 and 47 C.F.R. Section 64.2001-64.2009.

     4.3 Carrier Proprietary Information. With regard to Carrier Proprietary Information (as defined below), each party must only use CPI of the other party in connection with the specific services being provided to the other party, in support of that party’s provision of services to a third party, pursuant to a Order and must: (i) implement a program that trains associates with access to the CPI of the other party to avoid

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accessing or using CPI of the other party for competitive purposes, either retail or wholesale; (ii) where economically reasonable, implement a conspicuous on-screen and hard-copy scripting program to remind associates with access to CPI of the other party of their contractual and legal compliance obligations; (iii) protect CPI of the other party from distribution to other parties who are engaged in assisting the owner of the CPI in providing service to the owner’s customers; (iv) contractually obligate its third party subcontractors to abide by obligations that are at least as stringent as those that are enumerated in this Section 4.3 when they have access to the CPI of the other party; (v) implement an audit program to assure compliance with CPI protection commitments and obligations; (vi) promptly report breaches of the obligations to protect CPI of the other party to the other party (and in no case more than 15 days after discovery of such breach); and (vii) administer a disciplinary program that treats associates who violate the CPI obligations to the other party in the same manner as associates who fail to adequately protect the CPI of their employer from inappropriate use of disclosure. “Carrier Proprietary Information” (or “CPI”) means carrier information protected by Section 222 of the Telecommunications Act of 1996.

     4.4 Privacy. Sprint’s privacy policy, as amended from time to time, is available at www.sprint.com/legal/privacy.html. The privacy policy includes information about Sprint’s customer information practices and applies to the provisioning of the Products and Services. Clearwire’s privacy policy, as amended from time to time, will apply to Sprint end-user information handled by Clearwire and is available at Clearwire’s primary website.

5. Dispute Resolution

     5.1 General. Except as provided in Section 5.4 below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, must first be attempted to be settled by good faith efforts of the parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out in Section 5.3 below.

A.	If there is a dispute between the Parties regarding the calculation of [*****], the Parties will make good faith efforts to resolve the dispute based on a review of [*****] estimates from two or more established carriers. If the Parties are unable to resolve such dispute in accordance with Section 5.2 below, then either party may invoke the appraisal process in Subsection 5.1.C below.
B.	If there is a dispute between the Parties regarding the calculation of [*****], the Parties will make good faith efforts to resolve the dispute based on a review of [*****] as described above. If the Parties are unable to resolve such dispute, then the dispute will be addressed in accordance with this Section 5 (excluding Section 5.1.C).
C.	[*****] Appraisal Process. Either party may invoke the appraisal process described in this provision. The party seeking an [*****] appraisal will engage an independent valuation expert from the American Society of Appraisers, the National Association for Certified Valuation Analysts, or a Certified Public Account with a Business Valuation Analyst accreditation or any other independent third party appraiser as may be mutually agreed upon by the parties. If the other party believes such appraisal to be unreasonable, it has the right to engage a separate appraiser from the same set of organizations. If these independent valuations differ by more than [*****]%, a third appraisal will be jointly commissioned and the average of the three independent appraisals will be considered binding. If the initial two appraisals do not differ by more than [*****]%, the average of the two will be presumed to represent [*****] for purposes of this Agreement.

     5.2 Initial Resolution. Subject to Section 5.5, a party that wishes to initiate the dispute resolution process must send written notice to the other party with a summary of the controversy and a request to initiate these dispute resolution procedures. On receipt of the notice, the parties will first seek agreement through discussions at the parties’ director level for a minimum of 10 days and not more than 30 days. If no agreement is reached by the directors during that period, the parties will continue to seek agreement through discussions at the vice president level of the relevant operating divisions of each company for a minimum of an additional 15 days and not more than 30 days. If no agreement is reached by the vice presidents during that period, the parties will continue to seek agreement through discussions among individuals of each company at the Chief Operation Officer level or higher for a minimum of an additional 15 days and not more

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than 45 days. The individuals specified above may utilize other alternative dispute resolution procedures to assist in the negotiations to the extent mutually agreed to between such persons.

     5.3 Arbitration. If a dispute has not been resolved by the parties following exhaustion of the procedures set forth in Section 5.2, either party may demand arbitration by sending written notice to the other party. The arbitration will be conducted in accordance with the arbitration rules promulgated under the CPR Institute for Dispute Resolution’s (“CPR”) Rules for Non-Administered Arbitration of Business Disputes then prevailing at a mutually agreeable neutral location. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the parties, and the decision may be enforced by either party in any court of competent jurisdiction. Each party will bear its own expenses and an equal share of the expenses of the third arbitrator and the fees, if any, of the CPR. The prevailing party will be entitled to reasonable legal fees and costs, including reasonable expert fees and court or arbitration costs. If the prevailing party rejected a written settlement offer that exceeds the prevailing party’s recovery, the offering party will be entitled to its reasonable legal fees and costs.

     5.4 Injunctive Relief. The foregoing notwithstanding, each party will have the right to seek injunctive relief in any court of competent jurisdiction with respect to any alleged breach by the other party of its obligations under Section 11 (Indemnification), or under Section 4 (Confidential Information) hereof or any agreement regarding confidential information contained in any Order. Such remedy will not be exclusive and will be in addition to any other remedy that a party may have as a result of any such breach.

     5.5 Materiality Threshold. With respect to disputes for charges under any Order, no dispute may be initiated by a party pursuant to this Section 5 unless the amount in dispute is at least $1,000 in regard to any individual Order or at least $10,000 in the aggregate (calculated on a monthly basis).

     5.6 Jury Trial Waiver. The parties mutually, expressly, irrevocably and unconditionally waive trial by jury and any right to proceed as lead plaintiff, class representative, or other representative capacity for any class action proceedings arising out of or relating to this Agreement or an Order. This subsection survives the termination of this Agreement.

6. Relationship of Parties

     6.1 Independent Contractors. Each party is an independent contractor in the performance of its obligations under this Agreement. Neither party has any authority to bind the other party or its affiliates with respect to third parties.

     6.2 No Performance. Neither party undertakes by this Agreement or any Order or SOW to conduct the business or operations of the other party. Nothing contained in this Agreement or any Order or SOW is intended to give rise to a partnership or joint venture between the parties or to impose on the parties any of the duties or responsibilities of partners or joint ventures.

7. Force Majeure

Neither party will be in default of its obligations under this Agreement for any delays or failure in performance resulting from any cause or circumstance beyond the party’s reasonable control as long as the non-performing party exercises commercially reasonable efforts to perform its obligations in a timely manner. If Sprint incurs travel, meals or lodging expenses in order to provide Products or Services in a force majeure situation and such expenses exceed the expense authorization limits, if any, set forth in this Agreement but are otherwise reasonable in light of the circumstances, Sprint will not be required to obtain prior approval of such expenses in order to obtain reimbursement for such expenses from Clearwire. If any such occurrence prevents Sprint from providing any of the Products and Services, Sprint must cooperate with Clearwire in obtaining an alternative source for the affected Products and Services, each party to bear their own reasonable expenses and Clearwire is released from any payment obligation to Sprint with respect to the Services during the period of the force majeure. If a force majeure condition continues to prevent a party from performing for more than 60 consecutive days, then the other party may terminate the applicable Order or SOW.

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8. Warranties

     8.1 Mutual Representations and Warranties.

     A. Each party represents and warrants to the other party that (1) it is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct business under this Agreement; (2) the signing, delivery and performance of this Agreement by the party has been properly authorized; and (3) no claims, actions or proceedings are pending or, to the knowledge of the party, threatened against or affecting the party that may, if adversely determined, reasonably be expected to have a material adverse effect on the party’s ability to perform its obligations under this Agreement.

     B. Each party represents and warrants to the other party that the execution, delivery, or performance of this Agreement will not (1) violate any existing law, regulation, order, determination or award of any governmental authority or arbitrator, applicable to the party; and (2) violate or cause a breach of the terms of the party’s governing documents or of any material agreement that binds the party.

     8.2 General Warranties. Sprint warrants that (i) the Services will be provided in a workmanlike manner and in accordance with the requirements of each SOW, and (ii) Sprint will use an adequate number of personnel to perform the Services and the personnel utilized by Sprint will possess suitable training, education, experience and skill to perform the Services.

     8.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN SECTION 8 OF THIS AGREEMENT OR EXCEPT FOR ANY EXPRESS WARRANTIES AGREED TO IN A STATEMENT OF WORK OR ORDER, SPRINT MAKES NO WARRANTIES EXPRESS OR IMPLIED, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO RECEIVER UNDER THIS AGREEMENT.

9. Assignment

This Agreement is binding on, and inures to the benefit of, the parties and their respective successors, legal representatives and permitted assigns in accordance with this Section 9. Except as provided in Section 1.2, no assignment of this Agreement or of any rights or obligations under this Agreement, in whole or in part, may be made by either party without the prior written consent of the other party, except that either party may assign its rights or delegate its duties to a Controlled subsidiary of the party or to an entity under common Control with the party, and that either party may assign this Agreement to a successor entity that results from a merger, acquisition or sale of all or substantially all of that party’s assets. Such a delegation does not relieve the delegating party of its obligations under this Agreement. Any attempted assignment without the required consent is void.

10. Limitations of Liability

     10.1 Direct Damages. Except for a Party’s indemnity obligations and except for a party’s breach of its obligations under Section 4 (Confidentiality), each party’s maximum liability for damages caused by its failure(s) to perform its obligations under this Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party’s negligent or willful misconduct; or (B) proven direct damages for all other claims arising out of this Agreement, not to exceed in the aggregate (in the case of clause (B) only), in any 12 month period, the greater of [*****] prior to the event giving rise to the claim. Clearwire’s payment obligations, liability for early termination charges, and the parties’ indemnification obligations under this Agreement are excluded from this provision.

     10.2 Consequential Damages. EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 11 (INDEMNITY) AND SECTION 4 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

     10.3 Unauthorized Access/Hacking. Sprint is not responsible for unauthorized third party access to, or alteration, theft or destruction of, Clearwire’s data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across Sprint network transmission facilities or Clearwire premise equipment, provided Sprint has performed to the relevant network security service levels set forth in any attachment or related statement of work.

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     10.4 Content. Sprint is not responsible or liable for the content of any information transmitted, accessed or received by Clearwire through Sprint’s provision of the Products and Services, excluding content originating from Sprint.

11. Indemnification

     11.1 Mutual Indemnification for Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising from the performance of this Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents.

     11.2 Clearwire Indemnification.

A. Clearwire will indemnify and defend Sprint, Sprint’s directors, officers, employees, agents and their successors, against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising out of:

(1)	Clearwire’s failure to obtain permits, licenses, or consents that Clearwire is required to obtain to enable Sprint to provide the Products or Services (e.g., landlord permissions or local construction licenses). This provision does not include permits, licenses, or consents related to Sprint’s general qualification to conduct business;
(2)	Clearwire’s breach of the licensing requirements in the Software License section (Section 5.2);
(3)	Clearwire’s failure to comply with any provision of the Use of Products and Services section (Section 6.2 of Attachment A to this Agreement); or
(4)	Sprint’s failure to pay any tax based on Clearwire’s claim of a legitimate exemption under applicable law.

     11.3 Sprint Indemnification.

A. Sprint will indemnify and defend Clearwire, Clearwire’s directors, officers, employees, agents and their successors, against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising out of:

(1)	Sprint’s failure to obtain permits, licenses, or consents that Sprint is expressly required pursuant to this Agreement or a mutually agreed upon written statement of work, or are otherwise necessary for the continuance of Sprint’s normal business operations, to obtain, to enable Sprint to provide the Products or Services (e.g., landlord permissions or local construction licenses); or
(2)	Sprint’s failure to pay any tax or fee required to be paid by Sprint under this Agreement or applicable law.

B. In addition, Sprint will indemnify and defend Clearwire, Clearwire’s directors, officers, employees, agents and their successors against third party claims alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party trade secrets. Sprint’s obligations under this section will be reduced, but only to the extent that the infringement or violation is caused by (i) Sprint’s implementation of specifications that were provided or requested by Clearwire and such infringement or violation would not have occurred but for Sprint’s implementation of such specifications, or (ii) Clearwire’s continued use of infringing Services after Sprint provides reasonable notice to Clearwire of the infringement and provides to Clearwire non-infringing substitute Services of substantially the same functionality and quality or, if Sprint does not have a commercially reasonable substitute available, has allowed Clearwire to terminate without any early termination liability. For any third party claim that Sprint receives, or to minimize the potential for a claim, Sprint may, at its option and expense, either:

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(1)	procure the right for Clearwire to continue using the Services;
(2)	replace or modify the Services with comparable Services, without material impact on the features, functionality or pricing of the Products or Services and without material impact on Sprint’s ability to meet the SLA for the Products and Services; or, if the remedies stated in clauses (1) and (2) above are not available on commercially reasonable terms,
(3)	terminate the Services with as much prior notice as possible to Clearwire under the circumstances (without the imposition of any early termination penalties on Clearwire) and refund to Clearwire any amounts prepaid by Clearwire under this Agreement for Services or Products not rendered. Sprint will refund Clearwire a prorata portion of nonrecurring charges paid, if any, based on the number of months remaining in the Initial Term or initial minimum Order Term, as applicable, at the time of termination.

     11.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification must (i) give the other party timely written notice of the claim (unless the other party already has notice of the claim), (ii) give the indemnifying party full and complete authority, information and assistance for the claim’s defense and settlement, and (iii) not, by any act, admission or acknowledgement, materially prejudice the indemnifying party’s ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim’s settlement or defense.

     11.5 Exclusive Remedies. The provisions of this Indemnification section state the entire liability and obligations of the indemnifying party and any of its Controlled Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to any of the claims identified in this section.

12. Compliance with Laws

Sprint and Clearwire must each comply with the provisions of all applicable federal, state, and local laws, ordinances, regulations and codes (including procurement of required permits or certificates) in fulfillment of their obligations under this Agreement.

13. Mutual Cooperation

     13.1 Account Management. Each party will assign at least one dedicated account manager to serve as the primary point of contact for overall account management, including but not limited to, coordinating orders, attending meetings, conducting account review, providing reports as needed and managing dispute resolution.

     13.2 Cooperation in Performance. The parties and their respective subsidiaries, affiliates, subcontractors and consultants providing or receiving services under this Agreement must cooperate with each other in connection with the performance of the Services under this Agreement, including producing on a timely basis all Confidential Information that is reasonably requested with respect to the performance of Services and the transition of Services at the end of the term of this Agreement, except that the cooperation must not unreasonably disrupt the normal operations of the parties and their respective subsidiaries and affiliates.

     13.3 Records Audits.

     A. Each party will permit the other party reasonable access, upon reasonable advance notice, to relevant books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of testing and verification of the effectiveness of controls with respect to the Services as is reasonably necessary to enable the management of each party to comply with their obligations, if any, under §404 of the Sarbanes Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable a party’s independent public accounting firm

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to attest to and report on the assessment of the management of that party in accordance with SOX §404 and Auditing Standard No.2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by Clearwire’s external auditors. In lieu of providing such access, each party may, in their sole discretion, instead furnish the other party with the most recent type II SAS 70 report, if available and dated within the preceding two year period. Neither party is required to furnish the other party access to any information other than information that relates specifically to the Services.

B. Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 13.3.A:

(1) the Parties will cooperate to identify the significant processes of each party for purposes of Auditing Standard No. 2 and used by the other party in connection with the provision of the Services under this Agreement;

(2) each party will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes;

(3) in the event any deficiencies are found as a result of the testing, each will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; and

(4) in connection with providing the access contemplated by Section 13.3.A, both parties will cooperate and assist the other party’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes.

     13.4 Clearwire will not misuse Sprint Services or knowingly permit its authorized users or customers to misuse Sprint Services: (A) for libel, slander, invasion of privacy, infringement of copyright, and invasion or unauthorized alteration of private records or data or any other unlawful purpose; (B) for infringement of patents arising from the use of equipment, hardware or software not provided by Sprint; or (C) to transmit or upload information to the Sprint network that contains viruses, worms, or other destructive media or other unlawful content. Clearwire shall, upon written notice or otherwise becoming aware that one of its authorized users or customers is misusing Sprint Services in violation of this Subsection 13.4, use commercially reasonable efforts to promptly end the misuse. If damage to Sprint’s network or other assets is occurring or imminent as a result of the misuse, Sprint may take reasonable steps to protect its assets, including restricting or suspending the affected Services until the problem is cured. However, Clearwire is not in breach of this Agreement if Clearwire is reasonably diligently pursuing steps to prevent or otherwise end the misuse.

14. Permits

Unless otherwise specifically provided for in this Agreement, both parties must obtain and keep in full force and effect, at its expense, any permits, licenses, consents, approvals and authorizations from governmental agencies and other third parties (“Permits”) necessary for and incident to their respective performance and completion of the Services, including Permits related to a party’s facilities and the conduct of its business.

15. Trademarks, Tradenames and Other Intellectual Property

Nothing in this Agreement or any Order gives authority to one party to use the name, trademarks, service marks, trade names, domain names, carrier identification code or links to the website of the other party or its affiliates for any purpose whatsoever. Nothing in this Agreement or any Order or SOW will be deemed to grant to either party any right or license under any intellectual property of the other party unless the right or license is expressly granted herein or therein. If a conflict exists between any provision relating to intellectual property in this Agreement and the parties’ separate Intellectual Property Agreement, the Intellectual Property Agreement will control.

16. Termination

     16.1 Termination for Breach.

     A. Either party may terminate or cancel any Order for a material breach or default of any of the

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terms, conditions or covenants of this Agreement or such Order or SOW by the other party, except that the termination or cancellation may be made only after (a) the breaching party has failed to cure the breach within 30 days after having been given written notice thereof, provided that if such cure cannot be effected in such thirty days period, then the breaching party shall have such longer period as is reasonably necessary to cure, provided that the party is diligently pursuing the cure, (such period, “Cure Period”); and (b) the non-breaching party has given 10 days written notice of termination to the breaching party after the expiration of the Cure Period.

     B. Notwithstanding the foregoing, Sprint reserves the right to immediately suspend the affected Services if Clearwire has breached the provisions in this Agreement relating to the Acceptable Use Policy, Confidentiality, or use of Sprint or its affiliates’ name or marks, if (a) breach of such provisions materially impairs Sprint’s network or causes damages to Sprint, and (b) Sprint has given Clearwire concurrent written notice of the breach and the opportunity to cure the breach within a reasonable period following such written notice before taking any steps to terminate the affected Services or, if a substantial portion of the Services are affected, the Agreement.

     16.2 Termination for Convenience. Clearwire may terminate this Agreement or any Order or SOW during the Term of this Agreement for convenience on at least 120 days prior written notice to Sprint or other mutually agreed upon time period. If Clearwire terminates the Agreement or any Order or SOW under this subsection before the end of the Initial Term in the case of the Agreement, or the initial term of the Order or SOW, Clearwire must reimburse Sprint for all early termination liabilities as set forth in the applicable attachment to this Agreement as well as any reasonable third party costs incurred by Sprint in the provisioning of the Services under that Order or SOW. Unless expressly stated otherwise (e.g., special construction or other special customer arrangement), circuits terminated during a Renewal Term of any Order or SOW will not incur early termination liabilities if that circuit has been installed for the minimum individual Order Term.

17. Amendment; Waiver

This Agreement may be amended or supplemented at any time only by written instrument duly executed by authorized representatives of each party hereto. No term or condition of this Agreement may be waived unless such waiver is by a written instrument signed by an authorized representative of the party waiving the term or condition. The waiver of any provision is effective only in the specific instance and for the particular purpose for which it was given. No failure to exercise and no delay in exercising, any right or power under this Agreement will operate as a waiver thereof.

18. Severability

Where any provision of this Agreement is declared invalid, illegal, void or unenforceable, or any changes or modifications are required by regulatory or judicial action, and any such invalid, illegal, void or unenforceable provision, or such change or modification, substantially affects any material obligation of a party hereto, the remaining provisions of this Agreement will remain in effect and the parties must mutually agree on a course of action with respect to the invalid provision or the change or modification to the end that the purposes and intent of this Agreement are carried out.

19. Survival of Obligations

The provisions in the Agreement relating to Confidential Information, Indemnification, Dispute Resolution, Termination, Payment and Billing, Limitation of Liability, Warranties, and Trademarks, Tradenames and Other Intellectual Property survive any termination, cancellation or expiration of this Agreement.

20. Applicable Law

This Agreement is governed, construed and enforced in accordance with the internal laws of the State of New York, without regard to its conflict of law principles.

21. No Unreasonable Delay or Withholding

Where agreement, approval, acceptance, consent or similar action by Clearwire or Sprint is required, the action must not be unreasonably delayed or unreasonably withheld.

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22. Third Party Beneficiary Rights

With the exception of the parties to this Agreement, there exists no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

23. Definitions

     23.1 “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with that Person.

     23.2 “Competitor of Sprint” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., and Verizon Wireless.

     23.3 “Control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.

     23.4 “Controlled Affiliate” of a Person means:

(i) each direct or indirect Subsidiary of that Person and of that Person’s parent company,

(ii) any Affiliate of the Person that the Person (or its parent) can directly or indirectly unilaterally cause to take or refrain from taking any of the actions required, prohibited or otherwise restricted by this Agreement; and

(iii) such Person’s parent.

     23.5 “Commencement Date” is the first day of the first bill cycle in which Sprint bills monthly recurring charges or usage charges. Unless defined otherwise in this Agreement, the Term begins on the Commencement Date.

     23.6 “Domestic” for wireline data Services means the 48 contiguous states of the United States and the District of Columbia, unless otherwise defined for a particular Product or Service in the applicable Tariffs, Schedules, or Product-specific Terms. “Domestic” as used for voice Services includes Hawaii, Alaska, the Virgin Islands, Guam and Puerto Rico.

     23.7 “Effective Date” is the date the last party signs this Agreement.

     23.8 [*****].

     23.9 [*****].

     23.10 [*****].

     23.11 [*****].

     23.12 “Clearwire Regional Data Centers” refers to the regional distribution centers through out the United States that are used to consolidate traffic and provide WiMAX services to multiple market level NWSC’s.

     23.13 “Order” or “Purchase Order” means a written, electronic or verbal order, or purchase order, submitted or confirmed by Clearwire and accepted by Sprint, which identifies specific Products and Services, and the quantity ordered. Verbal Orders are deemed confirmed upon Clearwire’s written acknowledgement, or use, of Products or Services. “Order Term” is the term designated for an individual Order.

     23.14 “Parent” means, with respect to Sprint, Sprint Nextel Corporation; with respect to Clearwire, Clearwire, Inc.; and, in each case, any successor (whether by merger, operation of law or otherwise) thereto.

     23.15 “Person” means any individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or governmental authority.

     23.16 “Product(s)” includes equipment, hardware, software, cabling or other materials sold or leased to Clearwire by or through Sprint as a separate item from, or bundled with, a Service.

     23.17 “Product-specific Terms” refers to separate descriptions, terms and conditions for certain

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non-regulated Products and Services. Product-specific Terms are incorporated into this Agreement as of the Effective Date. Product-specific Terms are not otherwise subject to change during the Term.

     23.18 “Schedule(s)” are the terms and conditions governing Sprint’s provision of certain Domestic and international interexchange Services that were detariffed by order of the Federal Communications Commission (“FCC”). Schedules are subject to change during the Term under the rules and authority of the FCC. Schedules are posted on the Rates and Conditions Website.

     23.19 “Service(s)” means wireline and wireless business communications services, including basic or telecommunications services, information or other enhanced services, and non-regulated professional services provided to Clearwire by or through Sprint under this Agreement, excluding Products.

     23.20 “Sprint Regional Data Centers” refers to 12 logical (8 physical) regional distribution centers through out the United States that are used to consolidate traffic and provide services to Sprint customers.

     23.21 “Subsidiary” means with respect to any Person, any other Person of which the Person (either alone or through or together with any other Subsidiary of the Person) owns directly or indirectly a majority of the stock or other equity interests of the holders of which are generally entitled to vote for the election or the board of directors or other governing body of the corporation or other legal entity. Notwithstanding the foregoing, for purposes of this Agreement, Clearwire will not be considered a Subsidiary of Sprint.

     23.22 “Tariffs” means the Sprint competitive LEC or intrastate interexchange carrier tariffs on record with the FCC or state regulatory authorities having jurisdiction over those Services. Tariffs are subject to change during the Term under the rules and authority of the relevant regulatory bodies. If, during the Term, Sprint entirely withdraws any Tariff that applies to Services in this Agreement, the Tariff terms and conditions then in effect will continue to apply to this Agreement. Tariffs are posted on the Rates and Conditions Website.

     23.23 “Clearwire WiMAX Service Center” or “NWSC” refers to each NWSC per market that is used by Clearwire to provide WiMAX service to customers in the served market.

24. Intentionally Omitted.

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25. Entire Agreement

This Agreement represents the entire understanding between the parties with the respect to the provision and receipt of the Services, and the provisions hereof and thereof cancel and supersede all prior agreements or understandings, whether written or oral, with respect to the Services. Pre-printed or similar terms and conditions appearing in any purchase order will have no force and effect. This Agreement is deemed to include all of the related Orders or Statements of Work arising under this Agreement, each of which is incorporated herein as if an original part of this writing.

	CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope Cochran
	Authorized Signature
Date:	November 28, 2008
Name and Title:	Hope Cochran Senior Vice President, Finance and Treasurer

(please type or print)
Address:	4400 Carillon Point
	Kirkland, WA 98033
	Fax: (425) 216-7776

	SPRINT SOLUTIONS, INC.
as contracting agent on behalf of the applicable Sprint affiliated entities providing the Products and Services
By:	/s/ Keith O. Cowan
	Authorized Signature
Date:	November 28, 2008
Name and Title:	Keith O. Cowan Vice President

(please type or print)
Address:	6200 Sprint Parkway
	Overland Park, KS 66251
	Fax: (913) 523-8888

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ATTACHMENT A

INTEREXCHANGE SERVICES PRICING

1. GENERAL

1.1

Applicability. This Agreement contains general provisions that apply to all Sprint wireline and professional Products and Services that Clearwire is purchasing under this Agreement. Capitalized terms are defined in this Agreement or in the applicable Tariffs, Schedules or Product-specific Terms.

1.2

Rates and Conditions Website. Clearwire’s use of Sprint Products or Services is also governed by the applicable Tariffs or Schedules posted at http://www.sprint.com/ratesandconditions (the “Rates and Conditions Website”), and the applicable Product and Service annexes posted on the Rates and Conditions Website, provided that if there is a conflict or inconsistency between the terms and conditions of the Rates and Conditions Website and this Agreement, the terms and conditions of this Agreement will control with respect to each conflict.

2. CHARGES

2.1 Orders

A.	Rates. During the Term, Clearwire will pay Sprint the rates and charges for Products or Services as set forth in this Attachment.
B.	Issuance and Acceptance. Only persons authorized by Clearwire will issue Orders under the Agreement. Sprint may accept an Order by (1) signing and returning a copy of the Order to Clearwire; (2) delivering any of the Products or Services ordered; (3) informing Clearwire of the commencement of performance; or (4) returning an acknowledgment of the Order to Clearwire.
C.	Cancellation or Rejection. Clearwire may cancel an Order at any time before Sprint ships the Order or begins performance, but Clearwire must pay any actual costs incurred by Sprint due to Clearwire’s cancellation. Sprint may reject an Order because of limited availability of the Product or Service ordered or Clearwire’s negative payment history. In the case of limited availability, Sprint will offer Clearwire an alternative, if available, at no additional cost. Sprint will notify Clearwire of rejected or canceled Orders, and shall provide Clearwire with forecasts, if available, to allow Clearwire to plan around instances of limited availability.
D.	Clearwire Purchase Orders. Clearwire purchase orders are binding only upon acceptance in writing by Sprint. Except in the case of a Special Customer Arrangement Form, the terms and conditions in any Clearwire-issued purchase order accepted by Sprint will have no force or effect other than to denote quantity, the Products or Services purchased, delivery destinations, requested delivery dates and any other information required by this Agreement.

2.2

Fixed Rates and Percentage Discounts. The rates and discounts identified in the pricing Attachments will be reviewed and reassessed on [*****] basis, [*****] (unless stated otherwise in the applicable Attachment). Rates and charges not fixed in this Agreement will be based on then-current Schedules, Tariffs, or price lists at the time of purchase.

2.3

Rate Adjustments. Sprint may impose on Clearwire additional regulatory fees, administrative charges, and charges or surcharges for the costs Sprint incurs in complying with governmental programs, but such additional charges will be no greater than what Sprint is charging similarly situated business customers (excluding public sector or wholesale customers). Sprint will not add any new fees unique to Clearwire and any additional fees will be no more than the lowest fees Sprint charges to similarly situated customers. These charges include, but are not limited to, state and federal Carrier Universal Service Charges, Compensation to Payphone Sprints, Telephone Relay Service, or Gross Receipts surcharges. The amount of the fees and charges imposed may vary. Sprint may impose additional charges or surcharges to recover amounts Sprint is charged for terminating or originating a call to other wireless carriers such as international mobile termination charges, and to recover increased access costs imposed on Sprint as a result of Clearwire’s specific traffic patterns, network configuration or routing protocol. Clearwire will have the right to terminate this Agreement without early termination liability if Sprint imposes any additional, material fees, charges or surcharges on Clearwire under this Section 2.3.

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2.4 Taxes

A.	Taxes Not Included. Sprint’s rates and charges for Products and Services do not include taxes. Clearwire will pay all applicable taxes of which Sprint notifies Clearwire, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state or national taxes or charges imposed on, or based upon, the provision, sale or use of Products or Services.
B.	Withholding Taxes. Notwithstanding any other provision of this Agreement, if a jurisdiction in which Clearwire conducts business requires Clearwire to deduct or withhold separate taxes from any amount due to Sprint, Clearwire must notify Sprint in writing. Sprint will then increase the gross amount of Clearwire’s invoice so that, after Clearwire’s deduction or withholding for taxes, the net amount paid to Sprint will not be less than the amount Sprint would have received without the required deduction or withholding.
C.	Exclusions. Clearwire will not be responsible for payment of:

(1)	Sprint’s direct income taxes and employment taxes; and
(2)	any other tax to the extent that Clearwire demonstrates a legitimate exemption under applicable law.

2.5 [*****].

3. BILLING AND PAYMENT

3.1 Invoicing

A.	Commencement of Invoicing. Sprint may begin invoicing Clearwire in full for non-recurring and recurring charges on the date the Products or Services are installed and made available and confirmed to be accepted by Clearwire under Section D below.
B.	Delays. If Sprint cannot install or make available the Product or Service by the delivery date specified in the Order due to a Clearwire-caused delay, Sprint may bill Clearwire as of the delivery date specified in the Order or, if no date is specified, any time 30 days or more after the Effective Date.
C.	Timing. In general, for recurring Services, Sprint bills fixed Service charges in advance and usage-based charges in arrears.
D.	Clearwire will have five (5) business days after the time the Services are made available to Clearwire for testing to accept or reject Services in writing (unless a longer warranty period is expressly stated). After five business days, the Services will be deemed accepted if no rejection notice has been received by Sprint. If a Service is rejected, Clearwire must provide written reasons for the rejection and Sprint will have at least 30 days to cure the problem. Clearwire will have another five (5) business days to accept or reject any repaired Service. Clearwire will not unreasonably reject a Service. If Clearwire has rejected Services twice, as provided in this paragraph, Clearwire may terminate the Order for such Services without any early termination liability.

3.2	Payment Terms. Payment terms are net 30 days from the date of invoice receipt for all undisputed charges. If Clearwire fails to make such payment within 15 days of receiving Sprint’s written notice of nonpayment, Clearwire will pay Sprint the lesser of a 1.5% monthly fee or up to the maximum allowed by law on all undisputed past due invoices. In addition, after 20 days notice to Clearwire, Sprint may take other action to compel payment of past due amounts, including suspension or termination of Services, unless prohibited by an applicable Tariff, state law or regulation. Clearwire may not offset credits owed to Clearwire on one account against payments due on the same or another account without Sprint’s written consent. Sprint’s acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Clearwire’s payment obligations include late charges and third party collection costs incurred by Sprint, including, but not limited to, reasonable attorneys’ fees, if Clearwire fails to cure its breach of these payment terms. Notwithstanding the foregoing, Sprint acknowledges that any suspension or termination of Services would cause significant business interruption to Clearwire and thus Sprint agrees to make commercially reasonable efforts to resolve any such non-payment of undisputed past due amounts prior to any suspension or termination of Services.
3.3	Billing Errors. If Sprint fails to bill for a Domestic service due to errors made by Sprint in their billing systems or processes, once the error is discovered, Clearwire is only obligated to pay for up to 180 days in arrears.
3.4	Disputed Charges. If Clearwire disputes a charge in good faith, Clearwire may withhold payment of that charge if Clearwire (A) makes timely payment of all undisputed charges; and (B) within 30 days of the due

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	date, provides Sprint with a written explanation of Clearwire’s reasons for disputing the charge. Clearwire must cooperate with Sprint to resolve promptly any disputed charge. If Sprint determines, in good faith, that the disputed charge is valid, Sprint will notify Clearwire and, within 5 business days of receiving notice, Clearwire must pay the charge or invoke the dispute resolution process in Section 5 of this Agreement. If Sprint determines, in good faith, that the disputed charge is invalid, Sprint will credit Clearwire for the invalid charge promptly but no later than two bill cycles.
3.5	Repayment of Credits or Waived Charges. If Sprint terminates a Service or the Agreement due to Clearwire’s material breach, or Clearwire terminates a Service or the Agreement before the end of any applicable Order Term or minimum service term (unless due to Sprint’s material breach or other events giving rise to Clearwire’s right to terminate this Agreement), Clearwire will repay Sprint a pro rata portion of any credits issued or charges waived, based upon the number of months remaining in the Order Term or minimum service term at the time of termination. This provision does not apply to service level credits issued for Service outages.
3.6	Records. Sprint must maintain complete and accurate records to substantiate Sprint’s charges billed under this Agreement. Unless otherwise specified in a Order, Sprint will retain such records for a period at least as long as the period for which Sprint maintains comparable records for its own account, which period must be at least as long as may be required by law. Clearwire and its authorized agents, subject to obligations of confidentiality as set forth in this Agreement or as otherwise provided by law, will be allowed access to the records on prior written request during normal business hours during the term of this Agreement and during the respective periods in that Sprint is required to maintain the records. Access to the records will be made at the location where the records are normally maintained.

4.	CREDIT APPROVAL. If during the Term, Clearwire’s financial circumstance or payment history becomes reasonably unacceptable to Sprint, then Sprint may require adequate assurance of future payment as a condition of accepting new orders.
5.	EQUIPMENT AND SOFTWARE

5.1

Third-Party Equipment or Software. Clearwire is responsible for any items not provided by Sprint (including, but not limited to, equipment or software) that impair Product or Service quality. Upon notice from Sprint of an impairment, with supporting data, Clearwire promptly will attempt to cure the problem. Clearwire will continue to pay Sprint for Products and Services during such impairment or related suspension. If the impairment interferes with the use of Sprint’s network by Sprint or third parties, Sprint, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Clearwire, although Sprint will provide advance notice where practical. At Clearwire’s request, Sprint will troubleshoot the impairment at a mutually agreed upon discounted rate off Sprint’s then current rate Sprint is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by Sprint to become obsolete, require alteration, or perform at lower levels.

5.2

Software License

A. Licensing Requirements. Where software is provided with a Product or Service, Clearwire is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Clearwire to use the Products and Services in accordance with the applicable licensing requirements, provided, however, that the license or sublicense is transferable as part of an assignment of this Agreement that is permitted under Section 9 of the Agreement. Software licensing terms and conditions of Sprint’s software vendors are provided by Sprint or posted at www.sprint.com/ratesandconditions or otherwise provided to Clearwire through click or shrinkwrap agreements. Sprint may suspend, block or terminate Clearwire’s use of any software if Clearwire fails to comply with any applicable licensing requirement but only after notice and a reasonable opportunity to cure the failure to comply with the license terms.

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B. Prohibitions. Clearwire is not granted any right to use any software on behalf of third parties or for time share or service bureau activities. No rights are granted to source code and Clearwire agrees not to reverse engineer, decompile, modify or enhance any software.

5.3 Title to Software or Equipment. Sprint or its suppliers retain title and property rights to Sprint-provided software and equipment (excluding Products sold to Clearwire under this Agreement). Upon termination or expiration of this Agreement or the applicable Service, but subject to all Clearwire rights to acquire the license and equipment set forth herein or in the Agreement, any applicable software license will terminate and Clearwire will surrender and immediately return the Sprint-provided equipment and software to Sprint.

6. CLEARWIRE RESPONSIBILITIES

6.1	Installation. Clearwire will reasonably cooperate with Sprint or Sprint’s agents, and Sprint will reasonably cooperate with Clearwire and Clearwire’s agents, to enable Sprint or its agents to install the Products and Services. Clearwire is responsible for damage to Sprint-owned Products and Services located on Clearwire premises, excluding reasonable wear and tear or damage caused by Sprint.
6.2	Use of Products and Services

A.	Acceptable Use Policy. If Clearwire purchases Products or Services, Clearwire must conform to the acceptable use policy posted at http://www.sprint.com/legal/agreement.html, as reasonably amended from time to time by Sprint.
B.	Abuse and Fraud. Clearwire will not use Products or Services: (1) for fraudulent, unlawful or destructive purposes, including, but not limited to, unauthorized or attempted unauthorized access to, or alteration, abuse or destruction of, information; or (2) in any manner that causes interference with Sprint’s or another’s use of the Sprint network. Clearwire will cooperate promptly with Sprint to prevent third parties from gaining unauthorized access to the Products and Services via Clearwire’s facilities.
C.	Resale. Clearwire may not resell Sprint’s wireless Products and Services. Clearwire may not resell long distance (interexchange) wireline Products and Services unless specifically set forth in a separate Sprint wholesale agreement.
D.	Traffic Pumping/Access Stimulation. If Clearwire’s traffic patterns, routing protocols or network configuration generate access costs to Sprint that meet or exceed the revenues received from Clearwire, Sprint reserves the right, upon notice to Clearwire, to renegotiate in good faith the price for such service.
E.	Agent Designation. For Services Sprint provides to Clearwire in countries outside the United States, and as required by: (1) law; (2) regulation; (3) other service providers; or (4) the terms of this Agreement, Clearwire appoints Sprint as Clearwire’s agent during the Term for the limited purpose of procuring, ordering, leasing or purchasing products and services necessary for providing the Products and Services, including, but not limited to, local access and customer premise equipment necessary for the provision of the Products and Services.

7. ORDER TERMS FOR WIRELINE PRODUCTS AND SERVICES

7.1 Calculation of Early Order Term Termination Liability. Certain wireline Products and Services may be priced based on a minimum Order Term, which may be identified as an “Order Term,” “Access Term Plan,” or similar language, as listed in the applicable pricing Attachment. If Clearwire terminates an Order in whole or in part, before expiration of the Order Term (unless due to Sprint’s material failure or other events giving rise to Clearwire’s right to terminate this Agreement), or if Sprint terminates an Order under a termination right provided to Sprint under this Agreement or as a result of Clearwire’s material breach of this Agreement, then Clearwire will pay the following early termination charges, which represent Sprint’s reasonable liquidated damages and not a penalty:

A.	Access Orders. A lump sum equal to (a) the applicable monthly charges for any DS3 or greater dedicated access or any level of Ethernet access, multiplied by the number of months remaining in the Order Term, plus (b) a pro rata amount of any waived installation charges, based on the number of months remaining in the applicable minimum Order Term;
B.	General Liability. A lump sum equal to (a) the applicable monthly charges for the Service multiplied by the number of months remaining in the first year of the Initial Term, plus (b) 35% of the applicable monthly charges multiplied by the number of months remaining in the Initial Term after the first year,

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	plus (c) a pro rata amount of any waived installation charges, based on the number of months remaining in the applicable minimum Order Term, less (d) amounts paid, if any, for early termination of either Ethernet or DS3 or greater bandwidth access under subsection (A) above; and
C.	Third Party Liability. Any liabilities imposed on Sprint by third parties, such as a Local Exchange Carrier (“LEC”) or PTT, as a result of Clearwire’s early termination.
D.	Waiver of Order Term Liabilities. Upon prior approval of Sprint, Clearwire will not be liable for the early termination charges in the Calculation of Early Order Term Termination Liability section above, if Clearwire orders another Service of the same or greater monthly price with an Order Term no less than the remaining months in the initial Order Term (or one year, whichever is greater) at the same time Clearwire provides Sprint with the termination notice. Such approval will be in Sprint’s reasonable discretion and based upon financial and other business considerations.

7.2 Disconnect Notice

A.

Notice Requirement. For Domestic Services, Sprint will have up to 30 days to complete disconnection. For non-Domestic Services, Sprint may require a longer period to complete disconnection, and Clearwire will be responsible for charges through the last to occur of the 60th day after Sprint received the disconnect notice, or the date Clearwire stops using the Services. Where Clearwire is upgrading to a larger circuit at the same site, disconnection of the initial circuit will be immediate.

B.

Forms Required. For written notice of disconnect to be effective, Clearwire must provide information necessary for Sprint to complete the disconnect. Failure to provide required disconnect information may result in Sprint’s revocation of connecting facility assignments from Sprint to the LEC and Clearwire will be liable for any resulting charges imposed on Sprint by the LEC.

8. MISCELLANEOUS

8.1 Notice. Notices required under this Agreement must be submitted in writing to the party’s address for notice listed in this Agreement or an Order and, in the case of a dispute, notices also must be sent to:

Sprint:	Clearwire:
Attn: Vice President Law Dept.	Attn: General Counsel
— Marketing & Sales	4400 Carillon Point
KSOPHT0101-Z2525	Kirkland, WA 98033
6391 Sprint Parkway	Fax: (425) 216-7776
Overland Park, KS 66251-2525

8.2 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in this Agreement include any successor URLs designated by Sprint.

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ATTACHMENT A-1

IP NETWORK TRANSPORT SERVICES

1. General. Sprint will, subject to available capacity, provide Clearwire with IP transport services, including but not limited to Dedicated Internet Access and, Global MPLS VPN, between Clearwire’s Wireless Service Centers and Regional Data Centers. The pricing described below will be [*****].

     1.1 Global MPLS VPN Pricing.

     A. Sprint will charge a monthly recurring per port price based on [*****] unless the parties agree otherwise in writing.

     B. [*****].

     1.2 VoIP Pricing.

     A. Sprint will charge a monthly recurring per port price and/or usage-based charges based on [*****] unless the parties agree otherwise in writing.

     B. [*****].

     1.3 [*****].

     1.4 [*****].

          (iiii) Transfer part of its traffic or projected growth to other carriers.

4. Data Center Transport. If Clearwire is offered better per port pricing or per Mbps pricing from another carrier for data center transport, Clearwire may notify Sprint in writing and Sprint will have an opportunity to match such pricing. If Sprint elects not to match the pricing within 30 days of receiving Clearwire’s written certification of a bona fide offer from a competitor, Clearwire may bring IP transport from the other carrier into the Sprint data center facilities where Clearwire may be collocated, subject to restrictions, if any, in Sprint’s agreement with the lessor of the data center.

5. Dedicated Internet Access GigE Sites.

Each Order for Dedicated Internet Access GigE port(s) is subject to preapproval by Sprint through a Special Customer Arrangement (“SCA”). The listings below represent site availability as of September 29, 2008. Customer should consult its account team for the most current site listing and availability.

Sprint POP or IP node sites — DIA GIGE
TOC	Address	City	State	Zip	GIGE Lead Time & Notes

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT A TO ATTACHMENT A-1

IP ADDRESSES

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT B TO ATTACHMENT A-1

XOHM INVENTORY — HYBRID MPLS/DIA PORTS FOR CONVERSION

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT A-2

DATA CENTER COLLOCATION

1.	Data Center Collocation. Sprint will, subject to capacity, provide Clearwire with rack space in existing Sprint-owned or Sprint-leased data centers, subject to any subleasing consents or restrictions, if any, in Sprint’s agreement with the lessor and available space at the data center location which will not impact Sprint’s ability to operate, maintain and grow its networks.
2.	Pricing. The monthly recurring charges for rack space, will be the [*****] or if applicable, [*****] as described in Section 2.5 of the Agreement, of such space, based on the percentage of space required by the Clearwire equipment, and using the design diagrams and specifications provided by Clearwire as approved by Sprint and/or the data center lessor, as may be required, unless the parties agree otherwise in writing. Unless expressly stated otherwise, data center pricing in this Attachment does not include additional collocation services, such as security access, monitoring, power, IP transport or additional incremental improvements Clearwire may request in order to collocate in the data center. Examples include, but are not limited to cages, power meters, equipment setup, wiring, duct work, etc.
3.	Other Terms and Conditions.

3.1	Security. Sprint will use commercially reasonable efforts to provide Clearwire with unescorted access 24x7, subject to any reasonable security restrictions or policies, as provided in writing to Clearwire by Sprint, as well as any restrictions in an applicable lease agreement. If Clearwire is accessing any Sprint facilities, network, equipment or systems, Clearwire must comply with Sprint’s security restrictions, which may include, but are not limited to, requirements relating to personnel background checks, IT policies, Vendor/Partner Security Standards, physical security requirements, and the Core Site Access Requirements (“Site Access Requirements”), which is attached as Exhibit C to Attachment C-1, as amended.
3.2	Insurance. Clearwire will be required to maintain specified insurance coverages as described in the Facilities and Services Annex, which is attached to this Agreement.
3.3	Building Installations. Sprint and Clearwire will cooperate in good faith to evaluate to what extent Clearwire may be granted rights to install antennae, generators or other equipment on the exterior of each data center in which Clearwire is collocated. Such rights may be limited by Sprint lease agreements, structural constraints, aesthetic, environmental or regulatory constraints and availability of space.
3.4	Technical Standards. Any Clearwire equipment to be collocated in a data center must comply with Sprint’s technical standards, which Sprint will provide in writing. To the extent Clearwire equipment does not comply with Sprint’s standards, the parties will cooperate in good faith to assess the impacts to the integrity of the data center facility and whether the equipment complies with other relevant standards.
3.5	The collocation services described in this Attachment are subject to the terms and conditions in the Facilities and Services Annex (Attachment C-1), including its Exhibits. If a conflict exists between the terms and conditions in this Attachment and those in the Facilities and Services Annex, this Attachment will control.

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT A-3

NETWORK AND OPERATIONS MANAGEMENT

1.	Network Connectivity: At their own expense, both parties will establish Network Operations Center (“NOC”) to NOC connectivity for all shared hardware solutions. Each party will have separate Operating System Support (“OSS”) systems at their own costs.
2.	Network Security: At their own expense, both parties will ensure network security, such as firewalls, are appropriate for both parties and regulatory compliance on all shared hardware solutions.
3.	For the Term of this Agreement, the parties will rely on the wireline and wireless Interface Agreements attached as Exhibits A and B to this Attachment A-3, which are incorporated into this Agreement, to govern their NOC to NOC interactions.

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT A TO ATTACHMENT A-3

INTERFACE AGREEMENT BETWEEN SPRINT AND CLEARWIRE FOR WIRELINE SERVICES

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

1. General

[*****]

     5.3.3 Clearwire NOC Escalation Contacts

Any of the Sprint entities involved with Incident Management may escalate issues to Clearwire NOC Management if they believe that they are receiving poor service or are displeased with the way an incident is being managed. Clearwire NOC and Escalation Contacts are as follows:

     [*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

7 Approvals

     7.1 Document Contributors

     SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT B TO ATTACHMENT A-3

INTERFACE AGREEMENT BETWEEN SPRINT AND CLEARWIRE FOR WIRELESS SERVICES

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT A-4

APPLICATION PLATFORMS

1.	Application Platforms. Sprint will, subject to capacity, provide Clearwire with access as needed to agreed upon business application platforms, including but not limited to Voicemail, Instant Messaging Services, Location-Based Systems and Media Server. Sprint will provide access to Application Platform Infrastructure as defined by the parties (API) and Clearwire will build its own applications to interface with these platforms. Sprint’s pricing to Clearwire will be based on a mixed cost basis consisting of a monthly flat rate and an additional per subscriber charge to be agreed-upon by the parties.
2.	Technology Roadmap. Clearwire will provide Sprint with regular forecasting, as well as its three-year Technology Roadmap in order to develop the platforms in support of Clearwire’s requirements and specifications. Sprint will review Clearwire’s forecasts and roadmap, but any additional capacity commitments and associated costs must be mutually agreed upon in advance in writing.
3.	Testing and Lab Certification. Clearwire will work in good faith to provide Sprint testing access to Clearwire’s IOT lab and production lab for development and certification of each platform. The parties will act reasonably to mutually agree on space requirements and allocation of costs. Clearwire will use commercially reasonable efforts to enable Sprint to purchase equipment from Clearwire’s vendors at the pricing Clearwire receives from the vendor.

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT A TO ATTACHMENT A-4

LOCATION-BASED SERVICES (LBS)

[*****]

8. CHANGES IN SCOPE

All changes to this Exhibit require a written Change Order that must be executed by authorized representatives of Sprint and Clearwire, prior to any change of scope being authorized.

9. OTHER DOCUMENTS

The following attachments are incorporated by reference: N/A

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

[*****]

No.: BSGXXXX-XXXX
Date: November 28, 2008

[*****]

No.: BSGXXXX-XXXX
Date: November 28, 2008

[*****]

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT A-5

TOLL FREE SERVICES

     1. Toll Free Services. Sprint will, subject to capacity, provide Clearwire with inbound Toll Free and outbound WATS services for Clearwire’s call center. Sprint’s pricing to Clearwire will be [*****] or if applicable, [*****] as described in Section 2.5 of the Agreement, unless otherwise agreed to in writing.

[*****]

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT A-6

NETWORK METROPOLITAN AREA NETWORK PRIVATE LINE FACILITIES
SERVICE DESCRIPTION AND PRICING

1. [*****]

Circuit	City Set A	City Set B
[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT A TO ATTACHMENT A-6

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT B TO ATTACHMENT A-6

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

Attachment B — Part 1
Backhaul

This Backhaul Attachment B — Part 1 to the Master Agreement for Network Services (“Master Agreement”) governs the parties’ commitments regarding a) Sprint Communication Company, L.P.’s (for the purposes of both Part 1 and Part 2, hereinafter “Sprint”) temporary provision to Clearwire of Network Provider Management of Type II Services, and b) AAV ECSB Services acquired by Sprint for the benefit of Clearwire.

General

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT C

PRODUCT ANNEXES

Product Annexes applicable to the non-Scheduled Services priced in this Agreement are attached as subattachments.

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: November 28, 2008

ATTACHMENT C-1

FACILITIES AND SERVICES ANNEX

[*****]

No.: BSGXXXX-XXXX
Date: November 28, 2008

EXHIBIT A TO ATTACHMENT C-1

COLLOCATION SITES

[*****]

SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION

No.: BSGXXXX-XXXX
Date: ______________

ATTACHMENT C-2

SPRINT DEDICATED INTERNET ACCESS PRODUCT ANNEX

[*****]

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

Page 60 of 66

No.: BSGXXXX-XXXX
Date: ______________

ATTACHMENT C-3

SPRINT GLOBAL MPLS VPN
PRODUCT ANNEX

[*****]

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

Page 61 of 66

No.: BSGXXXX-XXXX
Date: ______________

ATTACHMENT D

SERVICE LEVEL AGREEMENTS

Sprint will provide a Service Level Agreement (SLA) for each commercial offering purchased by Clearwire under this Agreement. The SLAs will be consistent with SLAs currently offered to [*****] and will address applicable 9s, service credits and termination rights for chronic outages.

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

Page 62 of 66

No.: BSGXXXX-XXXX
Date: ______________

ATTACHMENT D-1

GLOBAL SPRINT DEDICATED IP SERVICES
SERVICE LEVEL AGREEMENTS (“SLA”)

[*****]

No.: BSGXXXX-XXXX
Date: ______________

ATTACHMENT E

FORECASTING AND CAPACITY MANAGEMENT

Sprint and Clearwire will cooperate in good faith to define the scope, processes and reporting requirements for forecasting and capacity management within 90 days after the Effective Date of this Agreement.

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

Page 66 of 66

EX-10.32

Exhibit 10.32

EXECUTION COPY

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

AUTHORIZED SALES REPRESENTATIVE AGREEMENT

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
Business Name:	Clearwire Communications LLC
Street Address:	4400 Carillon Point
City, State, Zip Code:	Kirkland, WA 98033
Phone:	888.253.2794
*Clearwire Market Business Contact:	[*****]
*Email:

	ASR INFORMATION
Business Name:	Sprint Solutions, Inc.
(*Doing Business Under this name)
Effective Date of Agreement:	November 28, 2008
(date signed)
Term of Agreement:	Initial period of 1 year, and any renewal periods
Market Area of Agreement:	See definition of “Area” in Section 1.

ACKNOWLEDGED AND AGREED:

COMPANY: Sprint Solutions, Inc.		Clearwire Communications LLC
Signature:	/s/ Keith O. Cowan	Signature:	/s/ Hope Cochran
Print Name: Keith O. Cowan		Print Name: Hope Cochran
Print Title: Vice President		Print Title: Senior Vice President, Finance and Treasurer

* Required Field

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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STANDARD TERMS AND CONDITIONS

1.	Definitions.
	“Activation” or “Activated” means the initiation of Authorized Clearwire Services in Equipment that is owned or leased by a Subscriber.
	“Advertising Guidelines” means those guidelines and any updates or revisions thereto posted via link at www.Clearwirepartner.com, or such other website to be determined.
	“Affiliate” means an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a party.
	“Agency Sales Representative Agreement” means any agreement between Clearwire and National Retailer for the sale or distribution of Authorized Clearwire Products and Services.
	“Area” means the portions of the US and US territories covered by the Clearwire network where Clearwire offers service, and where the Company is authorized to sell 4G MVNO services, pursuant to the 4G MVNO agreement between Company and Clearwire.
	“Authorized Clearwire Products and Services” means any Clearwire broadband wireless products and services that this Agreement authorizes Company to sell or distribute on behalf of Clearwire.
	“Closing Date” means the date of closing of the transaction, as specified in the TAPM.
	“Equipment” means the Clearwire-approved communications equipment needed for using Authorized Clearwire Services.
	“Highest Aggregate Commission” means the commission with the largest value based upon the combination of (and averaging of, when applicable) all respective elements of the commission as a whole to enable comparison on a like for like basis.
	“Marks” means any and all trademarks, service marks, domain names, trade names, insignia, symbols, logos, or decorative designs, which Clearwire or any Clearwire Affiliate owns, or is authorized by lease or sublicense to use, in connection with the Authorized Clearwire Services or the Equipment or otherwise.
	“National Retailers” are third parties who are in the business of selling retail wireless communications services through their own nationwide networks of retail stores.
	“Subscriber” means any person or entity enrolled by Company and whose Authorized Clearwire Services are activated, provided that each Authorized Clearwire Services number assigned to a Clearwire customer is deemed to be a separate Subscriber, regardless of how many Authorized Clearwire Services Equipment numbers may be assigned to or used by any one customer. The Parties agree that all devices sold by Company will need to be identified or counted for purposes of payment of compensation.
2.	Relationship of the Parties.
2.1	Authorized Representative-No Joint Venture. The relationship between Clearwire and Company arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise between them. Company does not have authority under this Agreement to execute contracts on behalf of Clearwire, or to otherwise bind Clearwire.
2.2	Control and Supervision. Company represents and warrants that (i) Company is engaged in an independent business; (ii) Company will perform its obligations under this Agreement as an independent contractor; (iii) the persons performing services on behalf of Company under this Agreement are not employees or agents of Clearwire; and (iv) Company has and retains the right to exercise full control of and supervision over the performance of Company’s obligations in this Agreement and full control over the employment, direction, compensation and discharge of all

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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	employees, contractors or agents of Company. Company will be solely responsible for all matters relating to payment of its employees, contractors or agents, including compliance with workers’ compensation, unemployment, disability insurance, social security, withholding and all other federal, state, and local laws, rules and regulations governing such matters.
2.3	No Exclusivity. This is a nonexclusive agreement with respect to Clearwire. Except as otherwise provided or restricted in an agreement and/or amendment between Clearwire and Company, Clearwire expressly reserves the right, without obligation or liability to Company, to market and sell the Authorized Clearwire Services, the Equipment, and any other products and services in the same Area served by Company, whether through Clearwire’s own stores or representatives or through others, including, but not limited to, other authorized representatives, dealers, resellers, distributors, and retailers.
2.4	Reserved.
2.5	Relationship with Sub-Representatives. Company shall not enter into agreements with any Person (a “Sub-Representative”) to solicit sales of Authorized Clearwire Services on behalf of Company or Clearwire.
3.	Company Responsibilities.
3.1	Services Provided. Subject to all terms and conditions in this Agreement, Clearwire appoints Company as one of its Authorized Representatives and Company accepts such appointment. Company may, solely within the Area, (i) solicit Subscribers for Authorized Clearwire Services and (ii) assist in the Activation process for such Subscribers as provided in this Agreement or as otherwise directed by Clearwire in writing from time to time. Company will also sell Clearwire Services as part of a bundle under the 4G MVNO Agreement, and Company has no obligation to sell Authorized Clearwire Services under this Agreement over the bundled Clearwire Service in the 4G MVNO Agreement.
3.2	Geographic Area. Company shall not offer Authorized Clearwire Services except in the Area.
3.3	Rates. Company will solicit sales of Authorized Clearwire Services at the rates that Clearwire publishes in its rate plan brochures, or other Clearwire documentation, as revised from time to time (the “Published Rates”) and in accordance with the terms and conditions of Clearwire’s then-current form of Subscriber agreement. Company will not vary the Published Rates or any terms and conditions of Authorized Clearwire Services.
3.4	Ownership of Customer. Upon enrollment of a particular Subscriber in accordance with Clearwire’s Activation procedures, the Subscriber becomes solely a customer of Clearwire with respect to the Authorized Clearwire Services. Clearwire is responsible for billing and collection efforts, as it determines to be appropriate in its sole discretion. Company will retain no ownership right to the Subscriber data or information. This provision in no way affects the ownership rights Company may have to the same Subscriber data through its own customer relationships independent of the enrollment of the Subscriber to the Authorized Clearwire Services.
3.5	Service. Clearwire will provide all support on the Authorized Clearwire Services offered by Clearwire. Company will direct all Subscribers who request troubleshooting assistance, or assistance with Activation or warranty issues, or who have problems with the Equipment, to make contact with Clearwire’s customer service department and Company will not provide such assistance.
3.6	Compliance with Clearwire Operational Procedures. Company agrees to follow procedures that comply with Clearwire’s policies and requirements with regard to the Activation of Subscribers on the Authorized Clearwire Services as specified in Clearwire’s manuals and training guides as may be amended and distributed by Clearwire from time to time upon 30 days written notice to Company. If directed to do so by Clearwire, Company may collect from Subscribers deposits on Clearwire’s behalf securing the Subscriber’s payment to Activate Service.
3.7	Inspection. Company will allow Clearwire reasonable access to Company’s public sales facilities for inspection regarding compliance with Clearwire’s Activation policies and to verify Company’s inventory of Equipment.

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

3

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3.8	Access to Clearwire Systems. Company will only access Clearwire’s systems under this Agreement to Activate Subscribers, or access Subscribers’ accounts, as authorized and permitted by Clearwire. Company will provide and make available all equipment necessary for such access. However, if any equipment is provided by Clearwire for use in connection with this Agreement, such equipment shall remain the property of Clearwire. Any software provided by Clearwire for use in connection with such equipment may be subject to a separate license agreement. Company will not and will not allow any other Person to use its Company code(s) or other identifying access codes or passwords provided by Clearwire.
3.9	Inventory and Equipment Ownership. Company agrees to deliver to Subscribers, in accordance with Clearwire’s instructions and Activation procedures, Equipment to be used by Subscribers of Authorized Clearwire Services. Company may only distribute Equipment to Subscribers in the Area. The terms and conditions for the Equipment shall be reasonably determined by Clearwire and shall be stated in the agreement between Clearwire and the Subscriber. The policies, procedures, and economic terms concerning inventories and Equipment ownership between the Parties will be based on future product roadmaps and compensation structures, with such terms to be finalized no later than the Closing Date, as defined in the TAPM.
3.10	Costs and Expenses. Company will be responsible for all costs and expenses associated with its business and its performance of its obligations under this Agreement, such as rent, utilities, employee costs, and costs associated with Equipment storage.
4.	Privacy.
4.1	Protection of Subscriber Information. Company agrees that during and after the term of this Agreement, Company will not reveal, divulge, make known, retain, sell, exchange, give away, or transfer in any way any information regarding Clearwire Subscribers to any Person other than Clearwire, except with the express prior written permission of Clearwire and as required under applicable law. Any use by Company of subscriber-specific information (including, but not limited to, Customer Proprietary Network Information) is subject to the orders, rules and regulations promulgated by the FCC and other regulatory agencies. If any use of such information is determined to be in conflict with an order, rule or regulation of the FCC or other regulatory agency, Company will cease such use immediately.
4.2	Customer Records. Company will keep all Service Agreements and related documents (“Customer Records”) at the relevant Facility for a minimum of four years from the date of their creation, and will return them as directed by Clearwire at the end of that time period. Alternately, Company may request to turn over the records to Clearwire before the end of the four year period. Company will not destroy the original copies of Customer Records. Clearwire may request that Company return Customer Records to Clearwire at any time, and Company will immediately return the original copies of the Customer Records.
4.3	Safeguards. Company is fully responsible for Clearwire Subscriber information. Company will utilize administrative, physical, and technical safeguards that prevent the unauthorized collection, access, disclosure, and use of Clearwire Subscriber information. These Safeguards will:

A.	assign random passwords and other access controls so that only employees, representatives, agents, contractors, and Subcontractors of Company who have a business need to access or use Clearwire Subscriber information may access or use it;
B.	encrypt Clearwire Subscriber information when not directly being used by an authorized person while on Company’s network and at all times while in course of transmission;
C.	use appropriate firewalls, virus protection and other technical safeguards against intrusion upon, and harmful transmissions to, any network or facility on which Clearwire Subscriber information is stored;
D.	grant access privileges to Clearwire Subscriber information only as needed by employees, representatives, agents, contractors and of Company who have a business need to use that Subscriber information, and prompt revocation of such privileges when no longer required; and

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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E. train employees and other persons with access to Clearwire Subscriber information in proper security practices and procedures.

4.4	Notice of Security Breach. Company must promptly notify Clearwire of any facts known to Company concerning any accidental or unauthorized access, disclosure or use, or accidental or unauthorized loss, damage or destruction of Clearwire Subscriber information by any current or former employee, representative, contractor, or agent of Company or by any other person or third party. Company will notify Clearwire within 24 hours of learning of the loss or theft of Customer Records, Clearwire Confidential Subscriber information, or Product.
4.5	Return of Clearwire’s Subscriber information. Company will return, or at Clearwire’s election, destroy (and certify the destruction in writing) all Clearwire Subscriber information upon the termination or expiration of this Agreement, or earlier if requested to do so in writing by Clearwire.
4.6	Customer Lists. Company will not sell or provide to any third party a list of Customers that subscribed to Clearwire’s Services through Company’s efforts, or that Company knows have subscribed to Clearwire Services.
5.	Insurance. Each party agrees to maintain insurance coverage against liability arising out of this Agreement under one or more policies of insurance from a recognized insurance company qualified to do business within the Area providing minimum liability protection of one million dollars ($1,000,000.00) per occurrence for bodily and personal injury and death and one million dollars ($1,000,000.00) per occurrence of property damage. The CGL policies of each party will name the other party as “additional insureds,” and each workers compensation insurance policy and/or CGL policy shall contain a waiver of subrogation clause. Each such insurance policy shall provide for not less than thirty (30) days prior notice to all insureds of any modification, cancellation or non-renewal. Upon request, each party will furnish certificates of insurance or other proof satisfactory to the other party that the insurance coverage required in this Agreement is in force.
6.	Financial Matters.
6.1	Compensation. Company will be compensated as provided on Exhibit A.
6.2	Records. Company will keep and maintain for four (4) years complete and accurate records of the Clearwire Subscriber Agreements and related documents for Subscribers Activated by Company pursuant to this Agreement. Company will provide Clearwire with all Subscriber sales information, including any mutually agreed upon back-up documentation, such as the identification of the store or Company’s address from which the delivery of the Equipment was made, the date of the subscription and delivery of the Equipment, description of the Equipment and a copy of the Subscriber’s service order completed by Company, which shall specify, among other pertinent information, the Subscriber’s Authorized Clearwire Services Equipment number. Company will maintain and, upon request, provide to Clearwire full, accurate and complete back-up documentation in accordance with Clearwire’s written Activation policies covering each Subscriber. Clearwire may deduct previously paid compensation as a charge-back from future compensation due Company in the event that Clearwire does not receive the appropriate documentation from Company.
6.3	Right to Withhold Payment. Company agrees that if Clearwire identifies a situation in which Company’s activities violate this Agreement, Clearwire may (i) withhold payment of compensation amounts during the investigation of activities and/or (ii) require Company to cease all activities in connection with the Authorized Clearwire Services. Clearwire agrees that if it identifies such a situation, it shall provide written notice to Company and Company shall have 30 calendar days in which to remedy such situation before Clearwire exercises its rights in (i) and/or (ii) above.
6.4	Overdue Payment. In the event any amount payable by Company to Clearwire is more than 30 days overdue, Clearwire may, at its sole option, elect one or more of the following: (i) require Company to pay its account in full; (ii) apply commissions, compensation, and any other credits or other amounts payable by Clearwire to Company under this Agreement to reduce Company’s accounts payable balance; or (iii) require Company to pay interest charges in the amount of 1.5% per month, or the

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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	maximum rate allowed by law, whichever is lower, on the outstanding balance due. In addition to the foregoing, Clearwire shall have the right to set off against any payment due Company by Clearwire in this Agreement, any amounts owed to it by Company.
7.	Audit.
7.1	During the Term and for one (1) year thereafter, upon reasonable advance notice, once per calendar year Clearwire or its designated representatives may audit during normal business hours the pertinent books and records of Company relating to Company’s obligations under this Agreement, including but not limited to, records of Activations, deactivations, and Activation Commission accounts, for the purpose of verifying that all Activation Commissions have been properly earned, credited and paid, that all leases and sales of Equipment are proper. Clearwire will pay all reasonable fees and costs in connection with these audits.
7.2	Company may inspect Clearwire’s relevant commission records on a day mutually agreed upon by Clearwire and Company once per calendar year. Company will pay all reasonable fees and costs in connection with these audits.
8.	Use of Clearwire Marks by Company.
8.1	Clearwire grants Company a limited, non-exclusive, royalty free license to use Clearwire marks in the Area for purposes consistent with the terms of this Agreement and in accordance with Clearwire guidelines. The license granted in this Agreement will be the non-exclusive right of Company to use the Marks solely in the Area. Such license may be revoked at any time and Company will immediately cease use of all Marks upon notice from Clearwire. Company recognizes the great value of the goodwill associated with the Marks, and acknowledges that the Marks and all rights in this Agreement and goodwill pertaining to this Agreement belong exclusively to Clearwire. All usage of the Marks by Company and any goodwill established in connection with the Marks inures to the exclusive benefit of Clearwire and its Affiliates.
8.2	If Clearwire decides, in its sole discretion, to require Company to modify or discontinue use of any Mark or substitute one or more additional trade or service marks to identify its relationship with Clearwire, Company will comply with Clearwire’s instructions. In addition, Company will, at Clearwire’s request, replace any signs or other material containing any obsolete Clearwire Marks with replacement signs or material approved by Clearwire, and Clearwire’s sole obligation will be to reimburse Company for its reasonable costs to purchase and replace such signs or other material.
8.3	Upon reasonable notice from Clearwire, Company will provide Clearwire with samples of all advertising and other literature, packages, labels, and labeling prepared by Company which use the Marks or the logos.
8.4	Company agrees that all displays, banners, signs, retail store signage and other like tangible property (individually and collectively “Signage”) which bears Clearwire’s name or Marks is and will remain Clearwire property. Unless Clearwire earlier requests any Signage, Company agrees to return all Signage to Clearwire promptly upon expiration or termination of the Agreement, and to return all such Signage in good condition, less normal wear and tear, or allow Clearwire to enter upon Company’s premises and remove the Signage (at Company’s expense) at any time upon five (5) business days advance notice to Company.
8.5	Company shall not challenge the title or any rights of Clearwire (or other owners of the Marks) in and to the Marks either during the term of this Agreement or thereafter.
8.6	Clearwire may commence or prosecute any claims or suits in its own name regarding the Marks or join Company as a party to this Agreement for such purposes. When known by Company, Company will promptly notify Clearwire in writing of any infringements or imitations by others of the Marks. Clearwire will have the sole right to determine whether any action shall be taken on account of any such infringements or imitations. Company shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of Clearwire. At Clearwire’s request, Company agrees to reasonably assist Clearwire in order to protect Clearwire’s

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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	rights to the Marks as provided for under this Agreement. Clearwire shall reimburse Company for any costs associated with such request.
9.	Compliance with Laws and Business Practices.
9.1	Compliance With Laws. Each party will conduct all activities in connection with this Agreement in compliance with all applicable laws and regulations (including, but not limited to, rules and regulations of the FCC and state and local regulatory agencies, and federal, state and local laws with respect to non-discrimination in government contracts).
9.2	Licenses. Each party will secure and maintain in force all licenses and permits required to perform their respective obligations under this Agreement, including without limitation, all required FCC or other permits and certifications, and business and sales tax licenses.
9.3	Taxes. The Company shall be responsible for any Federal, State and/or Local income and/or franchise taxes arising or assessed against it as a result of this Agreement. Company shall promptly pay when due, all taxes and assessments against any real or personal property used in connection with Company’s business, and all liens or encumbrances of every kind of character created or placed upon or against any such property, and all accounts and other indebtedness of every kind incurred by Company in the conduct of its business.
9.4	No Discrimination. Each party expressly agrees not to discriminate against any Subscriber, employee or applicant for service because of race, color, religion, age, sex, national origin or physical handicap during the performance of this Agreement and shall comply with the applicable provisions of non-discrimination laws. Company agrees to submit to Clearwire, on Clearwire’s reasonable request, a written statement that Company is in compliance with this Section.
10.	Advertising.
10.1	Advertising and Promotion. All advertising and promotion by Company will be completely accurate and truthful, conform to the highest standards of advertising and applicable laws. All advertising and marketing materials which Company desires to use in connection with the Authorized Clearwire Services under this Agreement must comply with Clearwire’s advertising and brand guidelines. Clearwire reserves the right to terminate, suspend, alter, modify or amend all or any part of the Advertising Guidelines at any time and in its sole discretion upon written notice to Company. Company will not engage in any joint advertising, press releases or other public communications, web site/internet marketing, electronic mail solicitation or marketing or direct mail or fax campaigns with respect to Authorized Clearwire Services under this Agreement without the prior written consent of Clearwire. Company will return or destroy such materials to Clearwire upon request.
10.2	Co-Op Program. Clearwire may, from time to time, in Clearwire’s sole discretion, implement a co-op advertising program (the “Co-Op Program”) designed to allow Company and other Clearwire authorized representatives to gain financial assistance with advertising costs when adhering to the Co-Op Program procedures and guidelines set forth by Clearwire from time to time (the “Co-Op Guidelines”) and posted at www.Clearwirepartner.com. Clearwire reserves the right to terminate, suspend, alter, modify or amend any part (or all) of the Co-Op Program at any time and in its sole discretion. ALL ADVERTISING MUST BE APPROVED IN WRITING BY CLEARWIRE. CLEARWIRE DOES NOT REVIEW ADVERTISING FOR CONTENT (EXCEPT AS EXPRESSLY PROVIDED IN THE GUIDELINES), OR CONFORMITY OR COMPLIANCE WITH ANY LAWS, RULES AND REGULATIONS. COMPANY IS SOLELY RESPONSIBLE TO DETERMINE THAT ANY ADVERTISING HAS ALL NECESSARY PERMISSIONS, CONSENTS AND LICENSES OR THAT SUCH ADVERTISING CONFORMS WITH OR COMPLIES WITH ANY LAWS, RULES OR REGULATIONS.
11.	Limitation of Liability.
11.1	EXCEPT FOR DAMAGES OR LIABILITY ARISING FROM A PARTY’S DUTY TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT OR A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 17 (CONFIDENTIALITY) OR A PARTY’S GROSS NEGLIGENCE, NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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	BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR ARISING FROM OR RELATING TO THE SERVICES OR THE EQUIPMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2	EXCEPT FOR DAMAGES OR LIABILITY ARISING FROM A PARTY’S DUTY TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT OR A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 17 (CONFIDENTIALITY) OR A PARTY’S GROSS NEGLIGENCE, THE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS HEREUNDER, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY CLEARWIRE TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH SUCH LIABILITY AROSE.
12.	Assignment. Neither party may assign or transfer, directly or indirect, this Agreement or any rights or obligations under this Agreement, without the prior written approval of the other party, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party or a purchaser of all or substantially all of that party’s assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.
13.	Term and Termination.
13.1	Term. The Term of this Agreement shall be for the initial period set forth on page 1 of this Agreement (“Initial Period”) and shall include any renewal periods extending the Term as set forth in this Section. Following the Initial Period, this Agreement shall automatically renew in one (1) year periods, unless either party has provided the other party with at least thirty (30) days prior written notice of its election not to renew or there is a Termination of the Agreement. Company shall provide Clearwire written notice of the actual date on which Company initiates business operations in the Area. Notwithstanding the foregoing, Company agrees not to begin selling Authorized Clearwire Services until notified by Clearwire that (i) the Authorized Clearwire Services are available and ready for sale, and (ii) Company’s sales facilities are approved by Clearwire for the sale of Authorized Clearwire Services.
13.2	Termination for Breach. If a party materially breaches this Agreement, and fails to cure that breach within 30 days after receipt of written notice the other party may terminate this Agreement.
13.3	Termination for Convenience. Each party may terminate this Agreement effective upon thirty (30) days written notice to the other party for any reason.
13.4	Survival. Sections 3.4, 3.9, 3.10, 7, 11, 13, 14, 15, 16, 17, 18 and such other terms, provisions, covenants, indemnities, representations, and warranties contained in this Agreement that, based on their sense and context are intended to survive the performance of this Agreement by either or both parties, shall so survive the completion of performances and expiration or termination of this Agreement.
13.5	Obligations Following Termination. Upon the termination or expiration of this Agreement, in addition to its other obligations under this Agreement and applicable law, Company shall, and shall cause its owner(s), Affiliates and Successors to return to Clearwire all Equipment and Clearwire Subscriber lists and related information, all information (as hereafter defined), advertising and marketing materials, forms, and other materials containing any Mark or otherwise identifying or relating to Authorized Clearwire Services business in the Area.
14.	Non-Solicitation.
	14.1 During the Term and for a period of one (1) year thereafter, Company will not (and Company will not permit its officers, directors, key employees, principals, any Sub-Representative, any Affiliate

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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	of Company or any person owning a controlling interest in Company or an Affiliate of Company to), knowingly target any Subscriber that Company Activated on Authorized Clearwire Services for the purpose of switching the Subscriber to wireless broadband services or other similar services from a provider other than Clearwire. For the avoidance of doubt, the prohibition against solicitation in this section will not restrict Company from sales resulting from communications with Clearwire subscribers which may occur through Company’s standard mass marketing practices such as a mass marketing campaign to a particular geographic region or customer demographic. It also does not restrict any passive sale or Customer initiated sales made by Company.
14.2	Employee Non-Solicitation. During the term of this Agreement and for 6 months thereafter, each Party is prohibited from soliciting or participating in the soliciting of the other Party’s sales employees for any employment or contracting engagement. For avoidance of doubt, this restriction will not apply to; a) a party’s standard recruitment efforts, including, but not limited to posting on job websites; or b) any employee initiated contact for job opportunities or position fulfillment.
15.	Miscellaneous.
15.1	Severability and Substitution of Valid Provisions. If a court of competent jurisdiction finds any clause or provision of the Agreement to be unenforceable, then the Agreement shall be deemed amended to exclude the clause or provision and the remainder of the Agreement shall continue in full force and effect.
15.2	Waiver of Obligations. Failure or delay by a party to exercise any right or remedy shall not be a waiver and shall not prevent the enforcement of that or any other right. Any waiver of a breach shall not waive the right to assert a later breach and all waivers shall be in writing and executed as provided in this Agreement.
15.3	Rights of Parties are Cumulative. The rights of Clearwire and Company in this Agreement are cumulative and no exercise or enforcement by Clearwire and Company of any right or remedy in this Agreement shall preclude the exercise or enforcement by Clearwire or Company of any other right or remedy in this Agreement or which Clearwire or Company is entitled by law to enforce.
15.4	Governing Law. Except to the extent governed by United States law that preempts state law, this Agreement shall be interpreted under and governed by the laws of the State of New York irrespective of choice of law principles. Unless otherwise required by this Agreement or applicable law, any legal action or other legal proceeding relating to this Agreement shall be brought or otherwise commenced in the state or federal court in the State of New York.
15.5	Cooperation. Matters relating to this Agreement may be an issue before various regulatory bodies. Upon reasonable notice by a party, the other party agrees to fully cooperate with the requesting party regarding any such matters. The requesting party agrees to reimburse the other party for reasonable costs expended in supplying such cooperation.
15.6	Binding Effect. This Agreement is binding upon the parties to this Agreement, their respective executors, administrators, heirs, assigns and successors in interest.
15.7	Impossibility of Performance. Neither Clearwire nor Company shall be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations results from: (i) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state or municipal government or any department or agency or court of competent jurisdiction; (ii) acts of God; (iii) acts or omissions of the other party; or (iv) fires, strikes, embargos, war, insurrection or riot. Any delay resulting from any of said causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
15.8	Interpretation. Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement. The headings of Sections contained in this Agreement are for convenience only and do not define, limit or construe the contents of such Sections. This Agreement shall be interpreted and governed without regard as to which party to this Agreement drafted the Agreement. This Agreement may be executed in multiple copies, each of which shall be deemed an original.

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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16.	Indemnity.
16.1.	Company shall indemnify and hold harmless Clearwire and its Affiliates, and the directors, shareholders, agents and employees of any of them (“Indemnitees”), from and against any fine, penalty, loss, cost, damage, injury, claim, expense, demand, settlement or liability (individually or collectively “Liabilities”) arising from Company’s actions or omissions under this Agreement.
16.2	Clearwire shall indemnify and hold harmless Company and its Affiliates, and the directors, shareholders, agents and employees of any of them (“Indemnitees”), from and against any fine, penalty, loss, cost, damage, injury, claim, expense, demand, settlement or liability (individually or collectively “Liabilities”) arising from Clearwire’s actions or omissions under this Agreement.
16.3	Upon request of the indemnified party, the indemnifying party shall, at no cost or expense to any Indemnitee, defend and/or settle any claim, proceeding, appellate proceeding, or suit against Indemnitees for Liabilities, whether or not litigation is actually commenced, or the allegations are groundless or create the potential for Liabilities, and pay any costs, attorney fees, and any judgment and/or settlement that may be incurred by any Indemnitee, under this Section or the enforcement of its rights under this Section. The indemnifying party shall also (i) keep the Indemnitee and any other Indemnitees subject to such Liabilities fully informed as to the progress of such defense and/or settlement, and (ii) afford the Indemnitee or any Indemnitee, each at its own expense, an opportunity to participate on an equal basis with the Indemnitor in the defense or settlement of any such Liabilities.
16.4	Clearwire agrees to indemnify, defend and hold Company harmless from any third party claim that Clearwire’s Marks directly infringe on any United States copyright, trademark, service mark, or trade secret arising from the Authorized Clearwire Services.
16.5	Each Party will notify the other in writing immediately upon the occurrence of any of the following events that arise directly or indirectly in connection with this Agreement: (a) any claim made against a Party or; (b) any investigation by any governmental authority; or (c) any suit or other legal action brought against a Party.
17.	Confidential Information.
17.1	Definition of Confidential Information.

(A)

Definition. “Confidential Information” means information received by a party in the course of this Agreement that is (1) marked as confidential or proprietary, or (2) that given the nature of the information or the circumstances surrounding its disclosure to or receipt, reasonably should be considered as confidential. Confidential Information may be reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the receiving party and may be compiled by Clearwire or Company.

(B)

Examples. Examples of Confidential Information include the Agreement, information regarding existing and potential Clearwire Subscribers, Clearwire Subscriber lists, prospects provided by Clearwire for the purpose of direct marketing the Clearwire Services and Equipment, customer referral programs, Clearwire’s unique sales and servicing methods, advertising and promotional materials and techniques, pricing materials and techniques, vendor and product information, training courses and materials, and insurance and credit policies.

17.2 Exceptions to Confidential Information. The receiving party is not obligated to protect Confidential Information that is:

(A)	In the public domain through no fault of the receiving party;
(B)	Within the legitimate possession of the receiving party, with no confidentiality obligations;

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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(C)	Lawfully received by the receiving party from a third party having rights in the information without restriction, and without notice of restriction against its further disclosure; or
(D)	Independently developed by the receiving party without breaching this Agreement, or by parties who have not had, either directly or indirectly, access to or knowledge of the Confidential Information.

17.3	Protection of Confidential Information. The receiving party will take reasonable measures to avoid disclosure or unauthorized use of the Confidential Information, including at a minimum those measures that it takes to protect its own confidential information, but in no event less than a reasonable standard of care. Each party will utilize reasonable procedures to prevent the unauthorized use and disclosure of Confidential Information.
17.4	Disclosure of Confidential Information. The receiving party will not disclose Confidential Information except to its employees, agents or subcontractors that need to know the Confidential Information to perform Company’s duties under this Agreement, and only to the extent justifiable by that need. The receiving party must ensure that its employees, agents and subcontractors are subject to a confidentiality agreement consistent with this Agreement. The disclosing party may move the ordering court or authority for a protective order or other appropriate relief.
17.5	Use of Confidential Information. The receiving party will use the Confidential Information only in the course of performing its duties under this Agreement.
17.6	Copying of Confidential Information. The receiving party will not make any copies of Confidential Information, except as permitted in writing by the disclosing party. Copies of Confidential Information are subject to the confidentiality protections of this Agreement.
17.7	Limitations on Export of the Confidential Information. The receiving party will not export any Confidential Information in any manner contrary to the export regulations of the United States.
17.8	Return of Confidential Information. Each party will return, without keeping copies, all Confidential Information of the other party upon the expiration or termination of this Agreement.
18.	Notices
	All notices or other communications related to this Agreement must be directed to the parties’ address listed on page 1, and must be in writing, and will be deemed given on the day deposited in the U.S. mail (postage prepaid, certified or registered, return receipt requested), sent by air express courier with charges prepaid, or the date of transmission by telecopy or other electronic transmission service (with receipt confirmed). Each party will notify the other in writing with confirmed receipt of any changes to the notice information.

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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Exhibit A
Compensation

[*****]

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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Exhibit B – AREA
Additional Locations

None as of the Effective Date of the Agreement.

Proprietary and confidential information of Clearwire. Not for use by any third party, or disclosure to any third party, other than Company and Clearwire and its Affiliates, except with Clearwire’s written approval.

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EX-10.33

Exhibit 10.33

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

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Contract #           

NATIONAL RETAILER AGREEMENT

     

THIS NATIONAL RETAILER AGREEMENT (“Agreement”) between Sprint Solutions Inc. on behalf of itself and its affiliates that provide products and services (“Sprint”) and Clearwire Communications LLC, a Delaware limited liability company (“Retailer”).

A.	Sprint provides telecommunications goods and services to customers throughout the United States and select United States Territories.
B.	Retailer wants to receive compensation to solicit customers to subscribe to the Sprint telecommunications services and to sell products associated with those telecommunications services under the terms and conditions of this Agreement.

The parties therefore agree as follows, with defined terms set forth in Section 18:

1. SCOPE OF AUTHORITY

1.1 Authorization. Sprint grants Retailer the non-exclusive right to solicit subscriptions for Sprint Services and to sell Products in the United States and select United States Territories, subject to terms and conditions of this Agreement, including the following limitations and restrictions on geographic territory and customer categories:

(A)	Non-Exclusive Relationship. Sprint may offer third parties exclusive rights with respect to certain territories or certain customer categories in its sole discretion. Sprint may also solicit Customers using its own sales force or other authorized representatives. Sprint will determine the number and type of authorized representatives in its sole discretion.
(B)	Reserved Accounts. Retailer will not solicit or sign up Customers listed on the Reserved Account List posted on the Sprint Indirect Website without Sprint’s prior written consent. Retailer must comply with all policies and guidelines with respect to Reserved Accounts posted to the Sprint Indirect Website. Retailer is responsible for checking the Sprint Indirect Website for updates to the Reserved Accounts List or to the policies and guidelines that apply to Reserved Accounts.
(C)	No Representations or Warranty Regarding Geographic Proximity. Third-party authorized-representative facilities and Sprint sales facilities will be in the same geographic proximity as Retailer’s Facility.

1.2 No Subcontractors. Retailer may not subcontract any of its rights or obligations under this Agreement.

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1.3	No Authority to Bind; No Responses to RFP’s. Retailer has no authority to bind Sprint or its affiliates to any agreement or obligation. Retailer may not respond to a Solicitation on behalf of itself or Sprint, and Retailer may not enter into or attempt to enter into a contract with a Customer or potential Customer on behalf of itself or Sprint to provide Sprint Services under this Agreement. Any Solicitation response submitted by Retailer on behalf of itself or Sprint, or any contract entered into by Retailer on behalf of itself or Sprint will be null and void and Sprint has no obligation to support or honor that response or contract. If Retailer becomes aware of or if Retailer is interested in an opportunity related to a Solicitation, Retailer will promptly notify the Sprint Director of National Retail of the existence of the Solicitation and on Sprint’s request provide Sprint with all documentation in Retailer’s possession related to the Solicitation. Sprint will decide, at its sole discretion, whether Sprint will respond to the Solicitation.
1.4	No Reselling Services. Retailer will not knowingly sell Sprint Services to anyone that intends to resell them. Retailer will not resell the Sprint Services itself, and will ensure that its affiliates, subsidiaries, owners, subcontractors, employees, and agents will not resell the Sprint Services. Reselling is defined as the acquiring of Sprint Services in the reseller’s name, then providing those Sprint Services to third parties with the intention of collecting payment for the Sprint Services from the third parties.
1.5	No Web Sales, Service & Repair, Telemarketing. Retailer will not:

(A)	Solicit subscriptions for Sprint Services or sell Sprint Products via the internet except with Sprint’s prior written permission and in accordance with Sprint’s websales’ guidelines, or
(B)	Service or repair any Products on Sprint’s behalf; or
(C)	Solicit subscriptions for Sprint Services or sell Sprint Products via electronic mail, mail order, facsimile, wireless messaging (SMS, Text, MMS, etc.) or telephone.

1.6 Sprint Policies. Retailer must comply with all policies, procedures, terms and conditions provided to Retailer by Sprint which the parties incorporate by reference.

2. RETAILER COMMITMENTS AND OBLIGATIONS

2.1	Goodwill. Retailer will preserve and enhance the goodwill associated with the Sprint brand and the Sprint Services.
2.2	Duty to Cooperate. Retailer will cooperate with any requests from Sprint regarding governmental inquiries or investigation requests, including but not limited to inquiries or requests from the Federal Communications Commission (“FCC”) or state Attorney Generals.
2.3	Retail Store Facilities. Retailer will offer Sprint’s Products and Services from its retail stores locations as mutually agreed by the parties (each a “Facility”) in accordance with terms set forth in Exhibit C. Retailer will provide Sprint with an updated list of all Facilities selling Sprint’s Products and Services on a quarterly basis.
2.4	Insurance Requirements. Retailer will comply with the insurance requirements set forth in Exhibit H.

3. NO DEVIATION FROM SPRINT SERVICE OFFER.

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3.1 Ownership of Customer Relationship. At all times, Sprint owns the subscription relationship with the Customer. Sprint will decide at its sole discretion:

(A)	whether to accept, serve, suspend or discontinue service to any customer;
(B)	the services and coverage areas offered to any customer;
(C)	the rates to be charged for those services; and
(D)	any other terms or conditions that apply to any Customer or Service Offer.

3.2

Rates for Service. Sprint will deliver its current Service Offer (including rate plans and any special offers or promotions) to RETAILER on the Effective Date of this Agreement. Sprint may amend or change its Service Offer, and add, delete, suspend or modify the conditions of the Sprint Services at any time and from time to time. Sprint will use commercially reasonable efforts to give RETAILER advance notice of any changes.

3.3

No Right to Change Service Offer. RETAILER will only quote the prices, term and conditions for Sprint Services as contained in the then current Service Offer provided by Sprint. RETAILER will not:

(A)	change the Service Offer;
(B)	grant any discounts or make any adjustments to any rates;
(C)	misrepresent — either affirmatively or by omission — the Service Offer or any terms and conditions of Sprint Services; or
(D)	impose on any Customer any activation or other fees, standards, commissions or contracts, including without limitation requiring the Customer to remain a Customer of Sprint for any period of time or impose a term and termination fee.

4. ORDER PLACEMENT.

4.1

Service Agreements. For each potential Customer, Retailer will complete a service agreement, including the terms and conditions for the use of the Sprint Services, in the form then in effect and approved by Sprint for use, and signed by the potential Customer (the “Service Agreement”). If the Service Agreement is generated by automated activation tools, the Customer acceptance process must be approved or designated by Sprint. If automated activation tools are not available or approved for use, Retailer must provide the Customer with obtain a paper copy of the Service Agreement, which must be completed, signed, retained by Retailer in accordance with the procedures established by Sprint and the terms of this Agreement. Retailer will comply with all procedures established by Sprint from time to time in connection with the use and delivery to Sprint of the Service Agreement and related documents. Retailer will not submit any Service Agreement that is incomplete or that it has reason to believe is not completely accurate. Sprint may revise the Service Agreement from time to time, and Retailer agrees to deliver the most recent version of the Service Agreement provided by Sprint. All Service Agreements are between Sprint and the Customer, and are the property of Sprint.

4.2

Order Entry. Retailer will enter all order information into Sprint’s designated order entry system(s), or via any process designated by Sprint from time to time. Retailer is solely responsible for obtaining any hardware, software and services (including

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	internet access) necessary to access Sprint’s order entry system(s). Retailer will sign a license for access to and the use of the designated order entry system(s) if requested by Sprint.
4.3	Acceptance of Orders. Sprint will accept or reject all orders in its sole discretion.
4.4	Subscription Fraud. Retailer is liable for subscription fraud losses incurred by Sprint in the instances where Retailer fails to adhere to Sprint policies provided to Retailer by Sprint regarding service agreement completion, information verification or order placements. Examples of subscription fraud losses are unpaid Sprint invoices including without limitation hardware charges and subsidies, monthly access charges, overage charges and other service fees and Commissions paid to Retailer as a result of the fraudulent activation.

5. PRODUCTS.

5.1	Retailer will only sell to Customers Products approved by Sprint for use with its Sprint Services, and obtained from Sprint-approved sources.
5.2	Inventory. To the extent that Retailer is selling Products under this Agreement, Retailer may either:

(A)	purchase Products from Sprint (or a Sprint approved source) for resale to Customers. Exhibit B sets out the purchase terms for Products purchased by Retailer from Sprint. All Products sold by Retailer from its own inventory (e.g. purchased from Sprint or a Sprint-approved source for resale to Customers) will be sold at prices solely determined by Retailer; or
(B)	sell Products directly from Sprint’s inventory through the process then in effect on the Sprint Indirect Website at prices that Sprint establishes; or
(C)	sell or distribute Products via other channels as determined upon mutual agreement of the Parties.

5.3 Products for Customers Only. Retailer will only sell the Products to Customers or potential Customers that activate those Products on Sprint Services or install those Products for use with Sprint Services. If Retailer sells Products to third parties not Customers or potential Customers, Sprint reserves the right to pursue all legal remedies available including the right to recover subsidies paid by Sprint on the Products.

6. COMPENSATION

6.1	Commissions. Sprint will pay Retailer a monthly commission as provided for in Exhibit A to this Agreement (the “Commission Plan”).
6.2	Commission Plan Changes. Sprint may modify Exhibit A, including the right to reduce commissions, effective 30 days after written notice to Retailer. Retailer will accept any modifications by continuing to perform under this Agreement.
6.3	Right to Set Off. Sprint is entitled to charge to or withhold from Retailer’s commissions any amounts owed by Retailer, its subsidiaries or affiliates to Sprint, or any of Sprint’s affiliates or subsidiaries, under this or any other agreement between Sprint, its affiliates or subsidiaries and Retailer, its affiliates or subsidiaries.

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6.4	Commission Disputes and Limitations. RETAILER must notify Sprint in writing of all commission disputes within 90 days after the date of the disputed commission statement. All disputed amounts must be submitted to Sprint as described in Exhibit A.
6.5	Audits.

(A)

By Sprint. Sprint may at any time during business hours inspect each Facility of Retailer. Sprint may, on reasonable advance notice, audit Retailer’s performance of its obligations under this Agreement, including without limitation, compilation, storage and security of Customer Records, and any relevant books, records or processes as they pertain to Retailer’s performance of its obligations under this Agreement. Sprint will pay all reasonable fees and costs incurred by Sprint in connection with these audits.

(B)

By Retailer. Retailer may inspect Sprint’s commission records as they pertain to Customers activated by Retailer on a day mutually agreed upon by Sprint and Retailer once per calendar year. Retailer will pay all reasonable fees and costs incurred by Retailer in connection with these audits.

7. PRIVACY.

7.1	Customer Records. Retailer will keep all Service Agreements and related documents (“Customer Records”) at the relevant Facility for a minimum of 2 years from the date of their creation, and will return these Customer Records as directed by Sprint at the end of that time period. Sprint may request that Retailer return Customer Records to Sprint at any time, and Retailer will immediately return the original copies of the Customer Records, as directed by Sprint. Retailer may not keep copies of the Customer Records returned to Sprint without Sprint’s written permission. Retailer may not destroy the original copies of Customer Records unless directed to do so by Sprint in writing.
7.2	Theft. Retailer will notify Sprint within 24 hours of learning of the loss or theft of any Customer Records, Sprint Information or Products from its Facilities, or from its employees, agents or Subcontractors.
7.3	No Solicitation.

(A)

Customers. During the term of this Agreement, and for a period of 1 year after the termination or expiration of this Agreement, Retailer will not knowingly solicit or try to persuade any Customer that subscribes or subscribed to Sprint’s Services through Retailer’s efforts to buy any other 2G or 3G wireless voice communications services. For the avoidance of doubt, the prohibition against solicitation in this section will not restrict Retailer from incidental communications with Sprint subscribers which may occur through Retailer’s standard mass marketing practices such as a mass marketing campaign to a particular geographic region or customer demographic. It also does not restrict any passive sale or Retailer initiated sales made by Retailer.

(B)

Customer Lists. Retailer will not sell or provide to any third party a list of Customers that subscribed to Sprint’s Services through Retailer’s efforts, or that Retailer knows have subscribed to Sprint Services.

7.4 Privacy Requirements. Retailer will comply with all privacy requirements and obligations set forth in Exhibit F (Privacy) and in the Retailer Privacy Policy provided to Retailer by Sprint, which may be amended by Sprint from time to time. Retailer will

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monitor the Sprint Indirect Website for changes and will comply with the most recent version of the Sprint Retailer Privacy Policy at all times.

8. CONFIDENTIALITY.

8.1	Definition of Sprint Confidential Information. “Sprint Confidential Information” means any information not generally available to the public relating to or received by Retailer in the course of this Agreement that is marked as confidential or proprietary, or that given the nature of the information or the circumstances surrounding its disclosure to or receipt by Retailer, reasonably should be considered as confidential, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Retailer and whether compiled by Sprint or Retailer. Examples of Sprint Confidential Information that Retailer will receive in the course of this Agreement include, without limitation, the terms and conditions of this Agreement, information regarding existing and potential Sprint Customers, Sprint Customer lists, prospects provided by Sprint for the purpose of direct marketing the Sprint Services and Products, customer referral programs, Sprint’s unique sales and servicing methods, advertising and promotional materials and techniques, pricing techniques, vendor and product information, training courses and materials, and insurance and credit policies.
8.2	Protection of Sprint Confidential Information. Retailer will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Sprint Confidential Information, including, at a minimum those measures that it takes to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. Retailer will implement and maintain reasonable procedures described by Sprint from time to time to prevent the unauthorized use and disclosure of Sprint Confidential Information.
8.3	Disclosure of Sprint Confidential Information. Retailer will not disclose Sprint Confidential Information to any person or entity other than employees, agents or subcontractors of Retailer that need to know the Sprint Confidential Information to perform Retailer’s duties under this Agreement, and in those instances, only to the extent justifiable by that need. Retailer will ensure that its employees, agents and subcontractors comply with the terms of this Agreement.
8.4	Use of Sprint Confidential Information. Retailer will not use the Sprint Confidential Information indirectly or directly, except in the course of performing its duties under this Agreement.
8.5	Copying of Sprint Confidential Information. Retailer will not make any copies of Sprint Confidential Information, except as permitted in writing by Sprint or as necessary to perform its duties under this Agreement.
8.6	Limitations on Export of the Sprint Confidential Information. Retailer will not export any Sprint Confidential Information in any manner contrary to the export regulations of the United States.
8.7	Return of Sprint Confidential Information. Retailer will deliver to Sprint, without keeping copies, all Sprint Confidential Information to Sprint on Sprint’s request, or on the expiration or termination of this Agreement.

9. USE OF TRADEMARKS AND MARKETING.

9.1 License Grant. Sprint grants to Retailer a non-exclusive license to use and display the trademarks provided to Retailer in the Sprint Branding Guidelines (“Marks”), and updated by Sprint from time to time, for purposes consistent with this Agreement.

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	Retailer will not assign or sublicense any right or interest in the Marks without the prior written consent of Sprint.
9.2	Restrictions on Use. Retailer must not use the Marks as, or incorporate any of the Marks into, its:

(A)	trade name;
(B)	domain name;
(C)	website metatag or similar programming code;
(D)	“vanity” telephone numbers; or
(E)	phone or directory-assistance listings.

9.3

Ownership of the Marks. Sprint and its parent and affiliated companies own all right, title and interest in the Marks and the goodwill associated with the Marks. Retailer acquires no rights in the marks except those limited rights expressly granted under this Agreement. Any goodwill from Retailer’s use of the Marks will inure to Sprint’s benefit. Retailer must not, directly or indirectly, contest the validity of the Marks or Sprint’s rights in the Marks. Retailer must not register, or attempt to register, the Marks or any confusingly similar variation of the Marks in any form.

9.4

Enforcement and Defense.

(A)	Sprint Controls Enforcement. Retailer must promptly notify Sprint of any infringement or unauthorized use of the Marks in any form. Sprint, in its sole discretion, will determine how it will respond. Retailer will not enforce any rights in the Marks against any third party without the prior written consent of Sprint, which Sprint may withhold in its sole discretion.
(B)	Sprint Controls Defense. Sprint will defend and settle any trademark-infringement claim against the Marks at Sprint’s expense. Sprint may terminate Retailer’s license to use any or all of the Marks in order to settle any the claim. Retailer will not defend the claims without the prior written consent of Sprint, which Sprint may withhold in its sole discretion.
(C)	Sprint Controls Registration. Sprint will be solely responsible for and will file, prosecute and maintain any and all trademark, service mark, trade name, domain name and related applications and registrations for the Marks, in its sole discretion.
(D)	Participation by Retailer. Sprint will have the right to direct and control, in its sole discretion, any negotiation, administrative proceeding, or litigation involving the Marks, including (without limitation) Retailer’s claims, appearance, defense or other participation. Any proceedings handled by Sprint will be at Sprint’s expense, and Sprint will have the right to collect any damages, fines or other monetary awards paid and to enforce any equitable relief granted in connection therewith.
(E)	Best Efforts. Retailer will use best efforts to cooperate with Sprint’s efforts under this Section 9.4, at Sprint’s expense, including without limitation making personnel available to testify and providing relevant documentation and information.

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9.5 Quality Control. Retailer must:

(A)	maintain a consistently high quality for the Products and Services offered in connection with the Marks;
(B)	adhere to the trademark usage guidelines provided by Sprint to Retailer and other specific quality control standards that Sprint may from time to time communicate to Retailer;
(C)	comply with all applicable laws and regulations governing the operation of the Retailer’s business and Retailer’s use of the Marks;
(D)	not combine the Marks with other marks to create a new unitary mark;
(E)	not alter or modify the Marks in any way;
(F)	on Sprint’s request, submit representative samples of Retailer’s use of the Marks to Sprint; and
(G)	promptly notify Sprint of any known, suspected or potential violation of this Section 9.

9.6 Sprint’s Prior Approval. Sprint will have the right of prior approval, which Sprint may withhold in its sole discretion, with respect to:

(A)	each form of use of the Marks; and
(B)	the use of the Marks in any advertisements or promotions for the Sprint Services or Products.

9.7	Advertising by Retailer. Retailer is solely responsible for compliance with all laws and regulations that apply to its advertising. Sprint’s approval in Section 9.6(B) above is limited to the use of Sprint’s Marks in Retailer’s advertising, and does not imply or convey that Retailer’s advertising complies with applicable laws or regulations.
9.8	Marketing Materials. Sprint will provide a reasonable amount of point-of-sale marketing materials, including coverage maps and rate plan brochures (collectively, “Marketing Materials”). Retailer will make the current version of the Marketing Materials available to Customers at all times. Retailer will not use Marketing Materials that have expired, or that Sprint requests Retailer to stop using. Retailer will not make any changes to the Marketing Materials or create its own Marketing Materials without Sprint’s prior written approval. Sprint owns all intellectual property rights, including copyrights, in the Marketing Materials, and Sprint grants Retailer a non-exclusive, limited right to use and display the Marketing Materials only for purposes consistent with this Agreement.
9.9	Identification of Retailer. Retailer will identify itself at all times by its own name, and may not identify itself as Sprint or any of Sprint’s affiliates. In connection with its relationship to Sprint, Retailer may only identify itself as an authorized representative that sells Sprint Services and Products.
9.10	Press Releases. Retailer will not issue press releases about Sprint, its Products, Services or Customers, or using the Sprint Marks except with the prior written approval of Sprint.

10. REPRESENTATIONS AND WARRANTIES.

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10.1	Authority. Each party represents and warrants that it has full authority to perform its obligations under this Agreement and the person executing this Agreement has the authority to bind it. Retailer represents and warrants that Retailer’s exact legal name, type of organization and jurisdiction of organization are correctly set forth in the recitals to this Agreement.
10.2	Performance. Retailer represents and warrants that it will perform its obligations under this Agreement in a legal, ethical and professional manner.
10.3	No Conflicts. Retailer represents and warrants that it is not subject to any limitation or restriction that would prohibit or restrict Retailer from entering into this Agreement or performing any of its obligations under this Agreement.
10.4	Review of Agreement. Retailer represents that it has carefully reviewed this Agreement and has had enough time to consult with a lawyer, accountant, or other professional advisor, if it wanted. Retailer represents that, if it did not use a professional advisor, it is satisfied in relying on its own education, experience, and skill in evaluating the merits of and entering into this Agreement.

11. LIMITATION OF LIABILITY.

11.1

General Non-liability of the Parties. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR ANY CLAIMS RESULTING FROM A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 8 — CONFIDENTIALITY, 7 — PRIVACY, OR 9 — TRADEMARKS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS ARISING FROM THIS AGREEMENT.

11.2

Special Non-liability of Sprint. IN ADDITION TO THE LIMITATION OF LIABILITY IN SECTION 11.1 ABOVE, IN NO EVENT WILL SPRINT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS, ARISING OUT OF THE PERFORMANCE, FAILURE TO PERFORM OR POOR PERFORMANCE OF THE SPRINT SERVICES, WHETHER OR NOT ANY OF THE PERFORMANCE MATTERS OR CAUSES ARE WITHIN SPRINT’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF SPRINT, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES.

12. INDEMNIFICATION.

12.1 General Indemnification. Each party will indemnify, defend and hold the other party, its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees harmless against any liability for any Claims brought by third parties arising out of:

(A)

the negligent, grossly negligent or intentional misconduct or omission by the indemnifying party or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement, except to the extent caused by the negligent, grossly negligent or intentional misconduct or omission of the indemnified party or except to the extent disclaimed by Sprint in Section 11.2 above or in Section 10 of Exhibit B; or

(B)

a material breach of this Agreement.

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12.2 Indemnification by Retailer. Retailer will indemnify, defend and hold Sprint, its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees harmless against any liability for any Claims brought by third parties arising out of:

(A)	any act or omission by Retailer or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement in advertising Sprint’s Products or Services or in making a solicitation of, calling on or making a sale to a Customer, including without limitation misrepresentations;
(B)	unauthorized use, misuse or modification of Sprint’s Marks by Retailer or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement;
(C)	breach of a representation or warranty by Retailer or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement;
(D)	any violation of law by Retailer or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement; or
(E)	any act or omission by Retailer or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement that results in a loss or unauthorized disclosure or use of Sprint Information.

12.3 Indemnification by Sprint. Sprint will indemnify, defend and hold Sprint, its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees harmless against any liability for any Claims brought by third parties arising out of:

(A)	any act or omission by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement in advertising Sprint’s Products or Services or in making a solicitation of, calling on or making a sale to a Customer, including without limitation misrepresentations;
(B)	breach of a representation or warranty by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement;
(C)	any violation of law by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement; or
(D)	any act or omission by Sprint or its officers, directors, employees, affiliates, agents, subcontractors, successors and assignees under this Agreement that results in a loss or unauthorized disclosure or use of Sprint Information.

12.4 Procedures.

(A) Conditions for Indemnification. The indemnification obligations under this Agreement will not apply unless the party claiming indemnification:

(1)	promptly notifies the indemnifying party in writing of the Claim;
(2)	permits the indemnifying party to assume and control the defense of the Claim, except for Claims against Sprint for Retailer’s or its

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	Subcontractors violations or alleged violations of law, for which Sprint will control the defense of the Claim;
(3)	cooperates with the investigation and defense of the Claim by the indemnifying party; and
(4)	does not enter into a settlement of the Claim without the indemnifying party’s consent, except Sprint reserves the right to enter into a settlement at its sole discretion if Retailer fails to defend a Claim for which it has an indemnification obligation to Sprint.

(B)

Separate Counsel Permitted. The indemnified party may employ separate counsel and participate in the defense of the Claim. Separate counsel will be at the expense of the indemnified party, unless the indemnifying party fails to defend the indemnified party after receiving notice of the Claim.

(C)

Failure to Defend. If the indemnifying party fails to defend or settle a Claim to the reasonable satisfaction of the other party within a reasonable amount of time, then the indemnified party may elect counsel to represent it. The indemnifying party will be solely responsible for the payment or reimbursement (at the indemnified party’s option) of reasonable attorneys fees and costs incurred in defending or settling that Claim and for all liability arising from that Claim.

12.5 Survival. This indemnity continues in effect after this Agreement’s termination or expiration.

13. TERM AND TERMINATION.

13.1 Term of the Agreement. The initial term of this Agreement is 1 years from the Effective Date, and the Agreement will automatically renew for 1 year periods after the expiration of the initial term unless either party:

(A)	gives the other party written notice of non-renewal at least 30 days before end of the then-current term; or
(B)	terminates the Agreement under this Section 13.

13.2	Termination for Convenience. Either party may terminate this Agreement for any reason on 30 days written notice to the other party.
13.3	Immediate Termination for Cause by Sprint. Sprint may terminate the RETAILER Agreement for cause immediately on written notice to RETAILER if RETAILER:

(A)	Materially misrepresents the Sprint Services, the Service Offer or the Products to Customers or potential Customers;
(B)	intentionally falsifies information on any order submitted to Sprint for activation, including by or through fraudulent means (e.g. false representation of the identity of the Customer);
(C)	fails to meet the minimum performance requirements set out in Exhibit D for 6 months based on a rolling average, or any 3 non-consecutive calendar quarters in the course of this Agreement, or fails to meet any Retailer Program Requirements set out in Exhibit D at any time.

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(D)	misuses or modifies any Marks, uses any Marks without the prior written consent of Sprint, or otherwise materially breaches a provision of Section 9;
(E)	defaults on any obligation set forth in Sections 8 - Confidentiality or 7 — Privacy of this Agreement;
(F)	closes its business;
(G)	fails to pay any amounts when due;
(H)	assigns, transfers, or attempts to assign or transfer this Agreement, or any portion of this Agreement, without the prior written consent of Sprint;
(I)	subcontracts or attempts to subcontract, any of its duties under this Agreement without the prior written consent of Sprint; or
(J)	fails to comply with any civil or criminal laws, ordinances, rules or regulations, including without limitation those relating to health, safety, employment, environmental, regulation and taxation.

13.4	Termination for Cause by Sprint — Cure Period. Retailer has no right to cure any breach of this Agreement listed in Section 13.3 above. For all other breaches, Retailer has 30 days after receiving written notice from Sprint to cure the breach in that notice to Sprint’s satisfaction. If Retailer fails to cure that breach, Sprint may terminate the Agreement for cause at the end of the cure period.
13.5	Other Remedies for Default. In addition to the right to terminate this Agreement for cause, Sprint reserves all other rights and remedies it may have in law or in equity for a breach of this Agreement by Retailer.
13.6	Termination Date and Notice. A party may exercise its right to terminate this Agreement, or give notice of non-renewal, by giving the other party written notice stating the effective date of termination. Termination is effective as of 11:59 p.m. Eastern Time (daylight or standard, as applicable) on the termination date specified in the termination notice.

14. Effect of Termination.

14.1	Effect on Compensation — Compensation Ceases. If this Agreement is terminated for any reason or expires without renewal, Sprint will pay Retailer Commissions actually earned prior to the termination or expiration of the Agreement after all offsets and chargebacks Sprint is entitled to have been deducted.
14.2	Duties on Termination or Expiration. On the termination or expiration of this Agreement, Retailer will:

(A)	immediately cease identifying itself as an authorized representative of Sprint, including using best efforts to immediately cease all related sales efforts, remove signs containing Sprint’s Marks and replace business cards referring to Retailer or its employees, agents or subcontractors as an authorized representative of Sprint;
(B)	promptly notify all members of its staff to immediately cease all Sprint-related sales efforts;

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(C)	promptly return or destroy, as directed by Sprint, all Sprint Customer Records and lists of Sprint Customers to Sprint including any copies; and
(D)	promptly return or destroy, as directed by Sprint, all unused Marketing Materials, all merchandising displays, all training manuals, policy manuals or written materials supplied by Sprint including any copies.

15.	ASSIGNMENT. This Agreement may be freely assigned by Sprint to any successor of it or to any other firm or entity capable of performing its obligations under this agreement. Sprint relied upon the financial, business and personal reputation of Retailer and its management in deciding to enter into this Agreement with Retailer. Neither this Agreement, nor any right or obligation of Retailer may be transferred, assigned or encumbered by Retailer without Sprint’s prior written approval, which Sprint may withhold at its sole discretion, except that Retailer may, without the consent of Sprint, assign the Agreement to a controlled subsidiary or a purchaser of all or substantially all of Retailer’s assets used in connection with performing this Agreement, provided that Retailer guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement.. Retailer may not change its name, type of organization or jurisdiction of organization without the prior written approval of Sprint, which Sprint may withhold at its sole discretion. Any proposed transferee must meet with the Sprint’s approval and must agree to execute the Sprint’s then current form of this Agreement. Any transfer, assignment or encumbrance without Sprint’s prior written approval will not be honored by Sprint and will be void. Subject to the restrictions against assignment contained in this sub-section, this Agreement will bind and inure to the benefit of the successors and assigns of the parties
16.	DISPUTE RESOLUTION. All Disputes arising from or related to this Agreement will be resolved according to the terms and conditions set forth in Exhibit G.
17.	MISCELLANEOUS

17.1	Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, regardless of conflicts of law provisions.
17.2	Independent Contractor. Retailer is an independent contractor and has no express or implied right or authority to assume or create any obligation on behalf of Sprint, or represent that it has any right or authority to do so. Retailer has not paid any fee for this Agreement or for the right to solicit subscriptions for Sprint Services. Retailer is not required to purchase any products from Sprint for the operation of business under this Agreement. The parties do not intend to create an agency, franchise, dealership, employment, partnership, landlord-tenant, or joint venture relationship, or any other relationship to Sprint than that of an authorized representative for the limited purposes described in this Agreement. Retailer does not have, nor may it hold itself out as having, the power to make contracts in the name of or binding on Sprint, nor does Retailer have the power to pledge credit or extend credit in the name of Sprint.
17.3	Compliance with Law. Sprint and Retailer will each comply with all applicable federal, state, county and local laws, rules, regulations and orders that apply to the performance of its obligations under this Agreement. Retailer will not cause Sprint to violate any applicable law.
17.4	Notice. All notices and inquires required or permitted to be given under this Agreement will be in writing addressed as listed below and delivered by certified United States mail, hand or overnight courier (with receipt from courier) charges prepaid. All notices will be effective on the date deposited to the delivery method, even if refused by the receiving party.
	Notice Addresses:

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If to Sprint:	If to Retailer:
Sprint Nextel	Clearwire Communications LLC
2001 Edmund Halley Dr	4400 Carillon Point
Reston, VA 20191	Kirkland, WA 98033
Attn: Vice President- National Retail	Attn: Chief Operating Officer
Sprint Indirect Distribution
with a copy to:
Sprint Nextel	Clearwire Communications LLC
2001 Edmund Halley Dr	4400 Carillon Point
Reston, VA 20191	Kirkland, WA 98033
Attn: Counsel - Indirect Sales	Attn: Legal Department

17.5	Force Majeure. Neither party is liable for failure to perform its obligations under this Agreement due to causes beyond its control, including acts of God (e.g., fire, flood or other catastrophes); any law, order, regulation or request of any government, or of any civil or military authority; national emergencies, insurrections, riots, wars, or strikes, lock-outs, work stoppages, or other labor difficulties. The party suffering a force majeure event will use commercially reasonable efforts to remove the force majeure event.
17.6	Headings. The headings contained in this Agreement are for reference purposes only, and are not intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision of the Agreement.
17.7	Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the provision will be treated as severable, and will not affect the validity, legality or enforceability of the remainder of the Agreement.
17.8	No Waiver. No waiver of any term or condition of this Agreement, either generally or in a particular instance, will be effective unless the waiver is in writing and signed by an authorized person of the party against which the waiver is being asserted. If a written waiver of a term or condition is limited to a particular instance, then nothing in that waiver will preclude the party from later enforcement of that term or condition. Either party’s failure to require the performance of any of the terms or conditions of this Agreement will not prevent the later enforcement of that term or condition, nor be deemed a waiver of any later breach.
17.9	Entire Agreement. This Agreement, including its exhibits, constitutes the final and full understanding between the parties and supersedes all previous agreements, understandings, negotiations and promises, whether written or oral, between the parties with respect to its subject matter. This Agreement is intended to supersede all previous agreements on the same subject matter that Retailer previously signed with a Sprint Contracting Party, including without limitation the various versions of the Nextel Authorized Representative Agreement, the Sprint Distribution Agreement, or the Sprint Partner Program Sales Agent Agreement. No amendments to this Agreement will be binding on either party unless executed by both parties in writing.

18. DEFINITIONS.

18.1 “Claims” means all claims, complaints, proceedings, investigations or actions brought by a third party, including any government agency or entity arising from or resulting from activities under this Agreement, including advertising and promotional activities, business conducted or sales made by Retailer, actual and consequential damages, and out-of-pocket costs reasonably incurred in the defense of a claim, such as accountants, attorneys and expert witness fees, costs of investigation and proof of

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	facts, court costs, other litigation expenses, travel and living expenses, except as limited in Section 11.2 (Special Limitation of Liability for Sprint).
18.2	“Customer” means any person or entity that subscribes to Sprint Services.
18.3	“Dispute” means all controversies, disputes or claims of every kind and nature arising out of or in connection with the negotiation, construction, validity, interpretation, performance, enforcement, operation, breach, continuance or termination of this Agreement.
18.4	“Effective Date” means the date the last party signs this Agreement.
18.5	“Products” means the wireless phones, data devices, or other equipment that are approved by Sprint for use with the Sprint Services, and the accessories that may be used with those wireless phones, data devices or other equipment.
18.6	“Senior Representative” means a Vice President or Owner/Proprietor of the Retailer or person holding a position of equivalent or greater authority within Retailer’s organization. A Senior Representative for Sprint is a Vice President.
18.7	“Solicitation” means any invitations to bid, requests for quotations, requests for proposals, or other binding offer submitted in response to a solicitation issued by any Customer or potential Customer for Sprint Products and Services, including without limitation a federal, state, or local government entity or educational institution.
18.8	“Sprint Affiliates/Nextel Partners” refers to the third parties not affiliated with Sprint that offer Sprint Services outside of the geographic area covered by this Agreement.
18.9	“Sprint Information” means any information relating to an existing or potential customer of Sprint that Retailer may collect or receive during the course of this Agreement. This information may include without limitation the existing or potential customer’s name, address, rate plan, handset type, telephone numbers, email addresses, credit card information, CPNI (Customer Proprietary Network Information as defined in Section 222 of the Federal Communications Act, 47 U.S.C. section 222) or any other information related to the quantity, technical configuration, type, destination, location, and use of a telecommunications service provided to the existing or potential customer, including information contained in bills provided to the existing or potential customer. Sprint makes no representations or warranties about Sprint Information.
18.10	“Sprint Services” means the communications services, regardless of technology (e.g. CDMA or iDEN wireless services or wireline services), offered by Sprint or its affiliates or subsidiaries (except Sprint Affiliates or Nextel Partners) under the names “Sprint PCS” or “Nextel”.
18.11	“Subcontractor” means a third party that Retailer has entered into a contract with (whether written or otherwise) to perform at least some of its obligations under this Agreement.

Signed:

Sprint Solutions, Inc.		Clearwire Communications LLC
Signature:	/s/ Keith O. Cowan	Signature:	/s/ Hope Cochran

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Printed Name: Keith O. Cowan	Printed Name: Hope Cochran
Title: Vice President	Title: Senior Vice President, Finance & Treasurer
Date: November 28, 2008	Date: November 28, 2008

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EXHIBIT A

WIRELESS COMMISSION PLAN

[*****]

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EXHIBIT B

WIRELESS PRODUCT PURCHASE TERMS

The terms and conditions in this Exhibit B govern the purchase of Wireless Products by Retailer from Sprint for resale under this Agreement. Retailer has no obligation under this Agreement to purchase Products from Sprint for the operation of business under this Agreement. Sprint may change the terms and conditions in this Exhibit B upon 30 days written notice to Retailer.

1. Purchase Orders. A written purchase order is required for all orders. The terms and conditions in this Exhibit B govern with respect to all sales of Products by Sprint to Retailer, and control and prevail over contrary terms and conditions contained in the purchase orders submitted by Retailer. Purchase orders submitted by Retailer to Sprint will not amend, modify, add to or detract from the terms and conditions in this Exhibit B. All purchase orders submitted by Retailer are subject to credit approval by Sprint, and are subject to product availability.

2. Price. Retailer may purchase Products at the prices established by Sprint in its sole discretion and that are in effect at the time of shipment. Sprint may charge Retailer a reasonable handling fee for each purchase order submitted to Sprint by Retailer. Sprint may change the prices for Products from time to time.

3. Payment Terms. Unless otherwise stated on the invoice, payment for all amounts owed to Sprint are net 60 days from the date of the invoice in United States currency. The entire outstanding balance due on all invoices becomes due to Company in full immediately upon default in the payment of any invoice. Sprint may charge Retailer a late payment charge in the amount of 1.5% per month (18% annually), or such lesser amount established or required by law, on any payment past due until such past due payment together with the late payment charge is paid in full to Sprint. Retailer may not offset amounts owed by Sprint to Retailer for any reason against any invoice issued by Sprint to Retailer.

4. Freight, Shipping & Inspections.

4.1	Freight and Shipping. Products ordered by Retailer from Sprint will be shipped F.O.B. Destination. Sprint will pay all freight and insurance costs incurred by Sprint or its third party distribution services vendor in connection with the shipment of goods to Retailer (or the approved destination point designated by Retailer).
4.2	Ownership and Risk of Loss. Sprint will own freight in transit and will be responsible for carriage to an approved Retailer Facility. Risk of loss and ownership will pass to Retailer upon delivery of the Products to the approved Retailer Facility and documented signature on the provided Transportation Carrier Delivery Receipt. Sprint is responsible for all in-transit carrier interaction up to and including claim resolution.
4.3	Inspections. It is the responsibility of Retailer to check the shipment and secure written acknowledgement from the delivering carrier for any shortages, loss or damage. Notification to Sprint of shortages, loss or damage must be made in writing to Sprint or Sprint’s designated bulk fulfillment provider (as directed by Sprint), and must be made within 2 business days of the receipt of the shipment by Retailer, or the Products will be deemed accepted as of the date of receipt, and any claims for shortages, loss or damage with respect to that delivery are waived by Retailer. Retailer must retain all packaging when it submits a claim for shortage, loss or damage. Rejected shipments will be returned to the address designated by Sprint via the delivering carrier. Shipments rejected for any reason will be considered attempted Returns subject to the limitations in Section 6 (Returns) unless Retailer notifies Sprint of a shortage, loss or damage within the 2 business days, and Sprint agrees that there is an actual shortage, loss or damage to the shipment in question.

5. Price Protection.

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5.1

Price Protection. Sprint offers price protection to Retailer in the form of an account credit only on qualifying wireless telephones recently purchased by Retailer from Sprint if the price decreases. Sprint offers no price protection for limited time special offers which are designated at the time the special offer is introduced. Sprint offers no price protection for accessories or other equipment Retailer may purchase from Sprint.

5.2

Conditions for Price Protection. Price protection is available only for wireless telephones purchased by Retailer from Sprint that meets the following conditions:

(A)	The wireless telephones must have been purchased by Retailer from Sprint for purposes of resale to end-user Customers for activation pursuant to this Agreement, within the 30 days before the effective date of the price change;
(B)	The wireless telephones must be of the same handset model affected by the price change;
(C)	The wireless telephones must be new and not yet activated as of the effective date of the price change; and
(D)	The wireless telephones must be in Retailer’s inventory on the effective date of the price change.

5.3 Price Protection Claim.

(A)	To be eligible for the price protection account credit, Retailer must submit a written claim for price protection to Sprint via the process provided to Retailer by Sprint.
(B)	The price protection claim must include an on-hand inventory report of wireless telephones, by handset model, affected by the price change in Retailer’s inventory on the effective date of the price change, including SIM or ESN (as applicable) and model type for each unit that Retailer is submitting for price protection credit.
(C)	Retailer must submit all price protection claims resulting from a particular price change within 30 calendar days of the effective date of that price change. Price protection claims received after that date will be rejected. All price protection claims are subject to verification.

5.4 Price Protection Credit Amount and Timing. Retailer will receive an account credit for all qualifying wireless telephones submitted by Retailer for a price protection credit in the amount of the difference between the original sales price of the wireless telephone charged to Retailer, less the new sales price for that same handset model, not including any special offers. The price protection account credit will be issued to Retailer’s account within thirty 60 calendar days from the receipt of Retailer’s price protection claim.

6. Returns.

6.1 Wireless Telephones.

(A) iDEN Wireless Telephones - Retailer may not return iDEN wireless telephones to Sprint. Any iDEN wireless telephones eligible for warranty replacement or repair must be submitted as directed by the original equipment manufacturer. Attempted returns will not be accepted from Retailer or Sprint may at its option elect to keep the equipment but Retailer will not be eligible for a credit.

(B) CDMA Wireless Telephones— Sprint will accept returns of CDMA wireless phones purchased by Retailer from Sprint subject to the conditions and limitations in this sub-section 6.1(B).

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1.	Retailer may not return to Sprint any CDMA wireless phone that has been activated on Sprint’s CDMA network for more than 30 calendar days.
2.	Retailer may not return to Sprint any CDMA wireless phone that has been abused by Retailer or the Customer. Examples of abuse include physical damage, and unauthorized alteration or programming.
3.	RMA Process — Retailer must make all eligible returns in accordance with the RMA Process provided by Sprint to Retailer.
4.	Retailer must return the CDMA wireless telephones with all accessories that come with the CDMA wireless telephones.
5.	If the return meets all of the requirements of this sub-section 6.1(B), then Sprint will issue an account credit to Retailer for each properly returned CDMA wireless telephones in the amount of the current price of that CDMA wireless telephone handset model.
6.	Sprint may charge a restocking fee.
7.	Sprint will keep all improperly returned CDMA wireless telephones, and Retailer will not be eligible for the return credit.

7. Line of Credit/Credit Application. Retailer will complete the credit application provided by Sprint. Sprint will rely on the credit information furnished by Retailer, and Retailer’s credit history, to determine Retailer’s maximum credit line. Retailer represents and warrants that all information furnished on the credit application will be complete, accurate and true. Retailer will update any information previously furnished to Sprint that later becomes incorrect or misleading because of a change in circumstances or a material change in the business of Retailer or its financial condition. If Sprint determines that any statements made on the credit application are false, incomplete or inaccurate, Sprint may declare Retailer to be in default of this Agreement, and may exercise any remedies it has under this Agreement or at law or in equity. The sale of Products on terms is contingent upon Sprint’s approval of Retailer’s credit application. Sprint may require additional security from Retailer before granting Retailer a credit line. Sprint has the right to increase, decrease or terminate Retailer’s credit privileges at any time without prior notice to Retailer, and with or without cause. Sprint may require Retailer to complete a new credit application from time to time.

8. Security Interest.

8.1	Security Interest Granted. If the purchase provides for payments on credit, Retailer grants Sprint a security interest in the Products purchased from Sprint by Retailer, whether now owned or hereafter acquired, and any proceeds thereof to secure payment and performance in full by Retailer of all amounts invoiced for the Products and all other obligations of Retailer to Sprint. This Agreement constitutes a security agreement under the Uniform Commercial Code (the “UCC”).
8.2	UCC-1 Financing Statements. Sprint is authorized by Retailer to file UCC-1 Financing Statements and amendments thereto with the Secretary of State or other appropriate offices, and to give notifications to third parties of Sprint’s security interest to perfect and maintain the continuous enforceability, perfection and priority of Sprint’s security interest.
8.3	Retailer’s Obligations in Support of Sprint’s Security Interest. Retailer will sign and deliver documents, and take other actions upon Sprint’s request, required to perfect and maintain the continuous enforceability, perfection and priority of Sprint’s security interest. If Retailer obtains Sprint’s prior written consent as required in this Agreement to change Retailer’s name, type of organization or jurisdiction of organization, Retailer will cooperate with the filing of appropriate UCC-1 Financing Statements or amendments and take other actions upon Sprint’s request to maintain the continuous enforceability, perfection and priority of the security interest granted by Retailer in this Section 8.

9. Product Supply.

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9.1 Supply of Products. Sprint will use reasonable efforts to furnish a sufficient quantity of Products to meet the resale requirements of Retailer.

9.2 Supply Limitation of Liability. Sprint has no liability under this Agreement for:

(A)	failure to deliver Products within a specified time period;
(B)	availability or delays in delivery of Products;
(C)	discontinuation of Products, product lines, or any part thereof by the manufacturer; or
(D)	the cancellation of any orders of Products by the manufacturer.

10. NO WARRANTY (PRODUCTS). SPRINT MAKES NO WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, TO RETAILER OR TO ANY OTHER PURCHASER OF THE PRODUCTS. SPRINT SPECIFICALLY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RETAILER WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. AR’S SOLE AND EXCLUSIVE REMEDY RELATING TO PRODUCTS IS THE REMEDY, IF ANY, AFFORDED BY THE MANUFACTURER OF THE PRODUCTS TO RETAILER OR AR’S CUSTOMERS. SPRINT IS NOT LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER OR NOT OCCASIONED BY SPRINT NEGLIGENCE AND INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM THE FAILURE IN THE OPERATION OF ANY PRODUCTS SOLD UNDER THIS AGREEMENT.

11. NO PATENT OR TRADEMARK INDEMNITY. SPRINT HAS NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS RETAILER FROM OR AGAINST ANY CLAIM, DEMAND OR CAUSE OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY RETAILER IN CONNECTION THEREWITH, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED VIOLATION OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY BELONGING TO A THIRD PARTY BY THE PRODUCTS.

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EXHIBIT C

Facility Requirements/Approved Facilities

1.	List of Approved Facilities. Retailer will provide Sprint a complete list of approved facilities quarterly, including complete address, name of store contact, and contact phone number.
2.	Approval of Facilities. Retailer may only sell or solicit subscriptions under this Agreement from a Facility that Sprint has approved in writing in advance. Sprint reserves the right to revoke approval of a Facility for any reason and at any time. If Retailer moves an approved Facility to a new location, Retailer must resubmit the Facility at that new location for Sprint’s approval before Retailer may sell or solicit subscriptions under this Agreement from that new location. Sprint’s right to approve Facilities does not imply any assurance of the appropriateness or profitability of an approved Facility. Retailer is not relying on Sprint’s expertise or recommendations of prospective Facilities and relies solely on its own expertise and judgment in the selection of prospective Facilities.
3.	Sprint is Not Responsible for Retailer Facilities. Sprint has no control over any safety measures employed at any Retailer Facilities. Therefore, Sprint assumes no duties with regard to the safety and well-being of employees, Customers and others at Retailer’s Facilities. Retailer is solely responsible for determining and taking any action necessary and appropriate to ensure the safety and well-being of Retailer’s employees, the customers and others at Retailer’s Facilities.

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EXHIBIT D

Left Intentionally Blank

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EXHIBIT E

Left Intentionally Blank

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EXHIBIT F

PRIVACY — SPRINT INFORMATION

1. Compliance with Law. Retailer will comply with all U.S. laws relating to the collection, use, access, maintenance and disclosure of Sprint Information. To the extent Retailer has access to CPNI under this Agreement, Retailer may use CPNI only for the purpose of marketing or providing the communications-related products and services similar to the products and services to which the customer already subscribes. Retailer may not use, allow access to, or disclose CPNI to any other party, unless required to make such disclosure under force of law. Retailer must have in place and maintain appropriate protections to ensure the ongoing confidentiality of customers’ CPNI.

2. Safeguards. Retailer is fully responsible for Sprint Information. Retailer will utilize administrative, physical, and technical safeguards that prevent the unauthorized collection, access, disclosure, and use of Sprint Information. These Safeguards will:

2.1	assign random passwords and other access controls so that only employees, representatives, agents, contractors, and Subcontractors of Retailer who have a business need to access or use Sprint Information may access or use it;
2.2	encrypt Sprint Information when not directly being used by an authorized person while on Retailer’s network and at all times while in course of transmission;
2.3	use appropriate firewalls, virus protection and other technical safeguards against intrusion upon, and harmful transmissions to, any network or facility on which Sprint Information is stored;
2.4	grant access privileges to Sprint Information only as needed by employees, representatives, agents, contractors and Subcontractors of Retailer who have a business need to use that information, and prompt revocation of such privileges when no longer required; and
2.5	train employees and other persons with access to Sprint Information in proper security practices and procedures.

3. Notice of Security Breach. Retailer will promptly notify Sprint of any facts known to Retailer concerning any accidental or unauthorized access, disclosure or use, or accidental or unauthorized loss, damage or destruction of Sprint Information by any current or former employee, representative, contractor, Subcontractor or agent of Retailer or by any other person or third party. Retailer will fully cooperate with Sprint in the event of any accidental or unauthorized access, disclosure or use, or accidental or unauthorized loss, damage or destruction of Sprint Information by any other person or third party, to limit the unauthorized access, disclosure or use, seek the return of any Sprint Information, and assist in providing notice if requested by Sprint.

4. Disclosure of Sprint Information. Retailer will not disclose Sprint Information to any person unless Sprint has given its prior written consent to the disclosure. Before disclosing Sprint Information to any person, Retailer must ensure that that person is bound by the same obligations as Retailer under this Agreement, including the obligation to protect Sprint Information that also is classified as CPNI. In the event that Retailer receives a request to disclose Sprint Information through legal process, such as a private party subpoena or a subpoena, warrant or other process from a governmental authority, Retailer will:

4.1 notify Sprint as soon as practicable of the request so that Sprint at its option may seek a protective order or take other action to prevent or limit such disclosure; and

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4.2 cooperate with Sprint’s efforts to obtain a protective order or other reasonable assurance to preserve the confidentiality of the Sprint Information.

5. Return of Sprint Information. Retailer will return, or at Sprint’s election, destroy (and certify the destruction in writing) all Sprint Information upon the termination or expiration of this Agreement, or earlier if requested to do so in writing by Sprint.

6. Privacy Exhibit and Annual Certification. Retailer will certify annually its continued compliance with all of the obligations in Sprint’s Privacy Policy, this Exhibit F and the related provisions in the Agreement. The annual certification form and certification process will be provided to Retailer by Sprint.

7. Audits and Corrective Action Plans. In addition to any other rights of Sprint under this Agreement, if any audit under this Agreement identifies a customer privacy related failure in any of Retailer’s privacy or confidentiality obligations, Retailer will promptly develop a corrective action plan in cooperation with Sprint. This plan is subject to Sprint’s approval. Retailer will implement this plan at its sole expense, if

7.1	any audit shows that Retailer has failed to perform any of its obligations under this Section; or
7.2	Sprint notifies Retailer in writing of its breach of its privacy obligations under this Agreement.

8. Miscellaneous. The acts or omissions of Retailer and anyone with which it is associated (like its employees, representatives, affiliates, agents, contractors, Subcontractors, and their employees) are Retailer’s acts or omissions. The rights and obligations in this Exhibit F and any other provision in the Agreement that is reasonably necessary to enforce them, will survive the termination or expiration of this Agreement for any reason. The provisions of this Exhibit F control if they conflict with any other provision in the Agreement. Because a breach of any Sprint Information provision may result in irreparable harm to Sprint, for which monetary damages may not provide a sufficient remedy, Sprint may seek both monetary damages and equitable relief.

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EXHIBIT G

DISPUTE RESOLUTION

1 Dispute Resolution. All Disputes under this Agreement are subject to the following dispute resolution process. Only a Senior Representative may initiate, respond to, negotiate, resolve or otherwise direct the resolution of a Dispute.

1.1 Negotiation. A Senior Representatives will first attempt to negotiate a resolution to the Dispute.

(A)	Notice of the Dispute. The disputing party initiates negotiations by providing written notice to the other party, explaining the subject of the Dispute and the relief requested.
(B)	Procedures. The party receiving a notice of Dispute must respond in writing within 30 calendar days with a statement of its position on, and recommended resolution of, the Dispute. If the Dispute is not resolved by this exchange of information, the Senior Representatives of each party will meet (either by phone, or, if agreed to, in person,) at a mutually agreeable time and place within 60 calendar days of the date of the initial notice and thereafter as often as they reasonably deem necessary in order to exchange relevant information and perspectives and to attempt to resolve the Dispute.
(C)	Participants in the Negotiations. Senior Representatives will negotiate the Dispute. If necessary, non-Senior Representatives of the RETAILER or Sprint may, upon the request and at the direction of a Senior Representative, participate in the resolution of a Dispute.
(D)	Failure of Negotiation. If the Dispute is not resolved within 90 calendar days of the date of the disputing party’s initial notice, or if the Senior Representatives fail to meet within 60 calendar days of the date of the initial notice, either party may initiate non-binding mediation of the Dispute as specified below.

1.2 Mediation. If a Dispute is not resolved through negotiation in accordance with this Agreement, either party may submit the Dispute for mediation under the Commercial Mediation Procedures and Rules of the American Arbitration Association (AAA).

(A) Conduct of Mediation.

(1)	Governing Rules. The Commercial Mediation Procedures and Rules of the American Arbitration Association (“AAA”) will govern the selection of a mediator and the conduct of the mediation, subject to this Agreement.
(2)	Mediation Briefs. Mediation briefs or statements not to exceed 15 pages will be submitted to the Mediator.
(3)	Additional Rules for Mediation. Unless the parties both agree otherwise, the mediation:

(a)	will last no longer than one business day;
(b)	must be attended by a Senior Representative of each party who may bring counsel and/or other representatives of the party; and
(c)	will take place in New York, New York, unless an alternative location is agreed upon by the parties.

(B) Costs of Mediation. Each party will bear one-half of the cost of the fees and expenses of the mediation. Each party will bear all its own (and their advisors’) costs and fees incurred initiating, preparing, and presenting its case with respect to the mediation.

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(C) Failure of Mediation. If the Dispute is not resolved through mediation, the mediation will be terminated by a written declaration of the mediator that the Dispute has not been resolved.

1.3 Arbitration. No party may commence arbitration until a Dispute has been subject to both negotiation and mediation in accordance with this Agreement. Either party may initiate arbitration with respect to a Dispute by filing a written demand for arbitration pursuant to the Wireless Industry Arbitration Rules of the AAA at any time after the 45th calendar day following the date that a request for mediation of such Dispute was first submitted, or, if earlier, the date that mediation is terminated. This applies to all causes of action, whether nominally a “claim”, “counterclaim”, or “cross-claim”, arising under common law or any state or federal statute. The mediation may continue after the commencement of arbitration if the parties so desire.

(A)	Identification and Location of Arbitrators. Unless otherwise agreed by the parties, Arbitration will be conducted by a panel of three arbitrators in New York, New York. All three arbitrators will be “neutrals,” and the parties will select arbitrators in accordance with the Wireless Industry Arbitration Rules of the AAA.
(B)	Conduct of Arbitration. The arbitration will be governed by the Wireless Industry Arbitration Rules of the AAA, except as otherwise set forth in Section 1.3 to this Exhibit G.
(C)	Scope of Discovery. Except as stated in this Agreement, all discovery will be governed by the Federal Rules of Civil Procedure. Discovery will include the request for and production of documents, depositions and interrogatories as specified below.

(1)	Depositions. Depositions are limited to no more than 3 fact depositions per party for a period of no more than 4 hours each.
(2)	Expert Witnesses. Each party may have up to 2 expert witnesses and depositions of experts, in addition to the 3 fact depositions above, for 4 hours of testimony each, to be preceded by the expert’s written report to comply with Fed.R.Civ.P.26(a)(2)(B).
(3)	Interrogatories. Interrogatories will be limited in scope for the purpose of identifying persons with knowledge of facts relevant to the Dispute; and requesting specification of damages.
(4)	Production of Documents. Requests for production of documents will be limited to a one-time request and will only seek documents related to the specific subject matter of the Dispute.
(5)	Settlement of discovery disputes. Any issues concerning discovery upon which the parties cannot agree will be submitted to the arbitration panel for determination.

(D) Award. The arbitration panel will, upon the concurrence of at least 2 of its 3 members, have the authority to render an appropriate decision or award, including the power to grant all legal remedies consistent with the terms of this Agreement and the law in the Commonwealth of Virginia. The arbitration panel will have no power to award punitive damages of any kind, or damages that are prohibited elsewhere in this Agreement. The binding or preclusive effect of any award will be limited to the actual Dispute arbitrated, and to the parties, and will have no collateral effect on any other dispute or claim of any kind whatsoever. Within 30 calendar days of the conclusion of the arbitration, the arbitrators will prepare in

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	writing and provide to the parties the award, including factual findings and the reasons on which the award is based.
(E)	Motions to Dismiss/Summary Judgment. The arbitrators are empowered and encouraged, under appropriate circumstances, to grant motions to dismiss or motions for summary judgment, applying standards under the Federal Rules of Civil Procedure and the Federal Rules of Evidence.
(F)	No Change of Venue/Forum. Neither party will seek a transfer of venue or forum.
(G)	Costs. Each party will bear one-half of the costs of the fees and expenses of the arbitrators. Each party will bear all its own (and their advisors’) costs and fees incurred initiating, preparing, and presenting its case with respect to the arbitration.
(H)	Arbitration is Confidential. The arbitration, along with all filings and decisions, will be confidential except as necessary to enforce the award.

2 Waiver of Rights. Sprint and Retailer each waive:

2.1	their rights to litigate Disputes in court, except as set forth in Section 4 of this Exhibit G below;
2.2	to receive a jury trial; and
2.3	to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity.

3. No Class Action Arbitration. Sprint and Retailer both agree that any arbitration will only be conducted on an individual basis and that if it is determined, despite the clear and unambiguous intent of the parties as stated in this Agreement, to permit arbitration other than on an individual basis, such arbitration will immediately be terminated and neither party will be under any obligation to continue in such arbitration. In the case of such termination, or if the arbitration clause is deemed inapplicable or invalid, or otherwise is deemed to allow for litigation of disputes in court, Sprint and Retailer both waive, to the fullest extent allowed by law, any right to pursue or participate as a plaintiff or a class member in any claim on a class or consolidated basis or in a representative capacity.

4. Injunctive Relief. Notwithstanding anything to the contrary herein, if Sprint determines, in its sole discretion, that it may suffer irreparable harm as a result of Retailer’s breach, or threatened breach, of this Agreement, then Sprint may, without complying with any other dispute resolution procedures in this Exhibit G seek injunctive relief from a court of competent jurisdiction.

5. Survival. The provisions of Exhibit G will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

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EXHIBIT H

INSURANCE REQUIREMENTS

1. RETAILER will provide and maintain at its own expense the following insurance against liability arising in any way out of this Agreement:

1.1	Commercial General Liability insurance (including but not limited to, contractual liability insurance) with a limit of $1,000,000 for any one occurrence, $2,000,000 General Aggregate;
1.2	Workers’ Compensation in compliance with the laws of the state(s) where operations occur, with Employers Liability insurance in the amount of $1,000,000 each accident, $1,000,000 by Disease each employee and $1,000,000 by Disease, Policy limit;
1.3	Business Automobile Liability insurance covering all vehicles used in connection with the Agreement with a combined single limit of $1,000,000;
1.4	Umbrella form excess liability insurance with limits of at least $5,000,000, and
1.5	“All-risk” property insurance (including transit coverage) to cover the full value of all Sprint property in the care, custody and control of Retailer.
1.6	All policies will be “occurrence” form.

2. All insurance policies will be issued by companies licensed or authorized to transact business in the state(s) where operations will occur and who hold a current rating of at least A-, VII according to A.M. Best. Sprint, its directors, officers, partners, affiliates, subsidiaries and employees will be named as additional insureds on all liability insurance policies required in this agreement. Sprint will be listed as a loss payee as its interests apply on the all-risk policy. Each insurance policy will contain a waiver of subrogation in favor of Sprint. Each insurance policy will contain a clause requiring that the insurer endeavor to give Sprint at least 30 days prior written notice of cancellation, and Retailer will immediately notify Sprint of any reduction or possible reduction in the limits of any the policy where the reduction, when added to any previous reduction, would reduce coverage below the limits required under this Agreement. Retailer’s insurance will be primary for services/work provided under this agreement while Sprint’s insurance will be excess and non-contributory to any insurance coverage provided by the Retailer.

3. RETAILER will provide proof of insurance either in the form of a Certificate of Insurance (ACORD form 25S or equivalent) or a web based Memorandum of Insurance. Retailer will provide this proof within 15 days of signing this Agreement and again within 15 days of the renewal or replacement of each policy. All certificates of insurance will be addressed to the address designated by Sprint:

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EX-10.34

Exhibit 10.34

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CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

IT MASTER SERVICES AGREEMENT

     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”).

BACKGROUND

     Sprint and other entities have entered into a Transaction Agreement and Plan of Merger having an Execution Date of May 7, 2008 (the “TAPM”).

     Pursuant to the TAPM, Clearwire will be formed and Sprint desires to enter into this Agreement with Clearwire to provide, or cause to be provided, to Clearwire for the consideration specified in this Agreement, certain services on the terms and conditions described in this Agreement.

     In consideration of the mutual terms and conditions of this Agreement, the parties agree as follows:

     1. General

          (a) Definitions. Terms used in this Agreement with initial capital letters have the meanings set forth or cross-referenced below.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with that Person.

“Agreement” is defined in Section 1(b) below.

“Competitor of Sprint” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., and Verizon Wireless.

“Control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.

“Controlled Affiliate” of any Person means:

       (i) each direct or indirect Subsidiary of that Person and of that Person’s parent company,

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       (ii) any Affiliate of the Person that the Person (or its parent) can directly or indirectly unilaterally cause to take or refrain from taking any of the actions required, prohibited or otherwise restricted by this Agreement; and

       (iii) such Person’s parent.

“Execution Date” is as defined in the TAPM.

“Fair Market Value” (or “FMV”) [*****].

“Fully Allocated Cost” (or “FAC”) [*****].

“Group” means either the Sprint Group or the Clearwire Group, as the context requires.

“Midpoint or MP” is an amount equal to the (FMV +FAC)/2 or as otherwise agreed to in writing between the parties

“Clearwire Group” means at any given time, Clearwire Corporation and all Persons in which Clearwire Corporation is the owner, directly or indirectly, of at least 50% of the Person’s Voting Stock.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or governmental authority.

“Platform” means a hardware architecture or software framework (including application frameworks), that allows software to run.

“Sprint Group” means, at any given time, Sprint and all Persons in which Sprint is the owner, directly or indirectly, of at least 50% of the Person’s Voting Stock; except that it does not mean Clearwire or any member of the Clearwire Group.

“Sprint Cost(s)” means any out of pocket costs (with no mark-up) payable or incurred by Sprint that would otherwise not have occurred were it not for the services requested by and provided to Clearwire.

“Third Party” means any Person other than a member of a Group.

          (b) Services. Sprint will provide, or cause to be provided, certain services (“Services”), which may include but not be limited to the list of Services Applications as referenced in Schedule A attached to Clearwire on a non-exclusive basis, and subject to validation, by the Parties, of the Applications to be made available to Clearwire, under the terms and conditions of this Agreement and any Statement of Work (as defined below) (this Agreement and all attached Statements of Work are collectively referred to as the “Agreement”). “Statement of Work” or “SOW” means an agreed document between the parties defining the scope of Services to be provided by Sprint. Each Statement of Work specifically incorporates the terms of this Agreement. The terms and conditions of this Agreement control if there is any conflict or inconsistency between the terms and conditions of a Statement of Work and the terms and conditions of this Agreement (excluding for this purpose the Statement of Work). Both Parties acknowledge that the OSS platform as listed on Schedule A will likely not be migrated to Clearwire. The basic form of SOW to be utilized under this Agreement is set forth in Schedule B, and shall be modified to take into account the various forms of Services to be provided by Sprint, including but not limited to:

               1. Clearwire-owned Hardware and Software platforms (transferred from Sprint) with data center services (facilities and labor) provided by the Sprint data centers;

               2. Shared Platforms using co-mingled platforms of Clearwire and Sprint; or

               3. Sprint-owned Hardware and Software platforms.

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          (c) Performance. Sprint will perform all Services in accordance with the terms and conditions of this Agreement, including, without limitation, the requirements, order of performance and delivery dates specified in each Statement of Work. Sprint must devote the time, effort and resources to the performance of the Services as are necessary to accomplish the tasks as specified in the Statement of Work in a timely and professional manner. Sprint may call on the expertise or assistance of its subsidiaries, affiliates, subcontractors or consultants listed in any Statement of Work in the performance of the Services, and will substitute or add any subsidiaries, affiliates, subcontractors or consultants only with prior written consent of Clearwire; and further provided that Sprint will at all times remain responsible for the fulfillment of its obligations under this Agreement, notwithstanding the performance of the obligations by another person. Sprint will discontinue the use of subcontractors or consultants providing a Service promptly at the written request of Clearwire. Clearwire will be responsible for any early termination or similar fees that Sprint owes to the subcontractor or consultant in respect of Services provided by the subsidiary, affiliate, subcontractor or consultant to Clearwire that are terminated at the request of Clearwire.

          (d) Additional Services. From time to time after the date hereof, and until the expiration of the Term, or a termination in accordance with Section 16 below is effective, Clearwire may identify additional services which Clearwire desires for Sprint to provide to Clearwire (“Additional Services”). In such event, Clearwire may request in writing that Sprint provide the Additional Services. The request must set out in reasonable detail the Additional Services being requested. Within a reasonable time period, but not to exceed thirty days, after receiving the request, Sprint will either prepare and distribute to Clearwire a draft Statement of Work in respect of the Additional Services or deliver a notice to Clearwire indicating Sprint’s reasons for declining to provide the Additional Services. In the event that Sprint does not respond to such request within thirty days, then such request is deemed to be declined. In all cases, Sprint will cooperate with Clearwire and, taking into account any restrictions in any underlying vendor agreements or licenses used by Sprint to support the provision of Services, will act in good faith in determining whether, and on what terms, Sprint will provide the Additional Services. The foregoing notwithstanding, Clearwire is not obligated to first make request to Sprint before Clearwire may secure services from Third Parties, and Sprint will have no obligation to agree to execute a Statement of Work to provide Additional Services. On execution of a Statement of Work for Additional Services, the Additional Services will be added to and considered as part of the Services.

          (e) Modification of Services. Sprint may request the consent of Clearwire to the modification of any Service by sending to Clearwire a proposed change request for the revised Service. Clearwire must provide any objections to the requested modification within 20 days of receipt of the proposed change order. The parties must cooperate and act in good faith in negotiating the change request. Except as otherwise provided for in this Agreement or in any Statement of Work, Clearwire is not obligated to agree to accept the change request.

          (f) Third Party Software Licenses. Clearwire acknowledges that the parties have attempted to identify in the applicable Statement of Work any software licensed to Sprint by Third Parties that is required to provide the Services and any amounts payable in order to permit Sprint to use such software to provide the Services to Clearwire. The foregoing notwithstanding, if any Third Party software that is required to provide the Services is not identified in the applicable Statement of Work, or the amount of any consideration payable in order to permit Sprint to use the software to provide the Services is not accurately reflected in the applicable Statement of Work, then Sprint will provide Clearwire with at least 30 days prior written notice of any additional consideration payable to the licensor of the software. Clearwire will then have the option to (i) procure its own license to the software (and obtain consents for Sprint to access the software to perform the Services) at Clearwire’s own expense or (ii) authorize Sprint

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to incur the required additional consideration on its behalf and at Clearwire’s expense. If Clearwire does not agree to either (i) or (ii) above, Sprint will not be required to provide the Services for which the Third Party licenses are required.

          (g) Exclusions. The Intellectual Property Agreement between Clearwire and Sprint Nextel Corporation, dated as of the Effective Date, will control the following transactions, which are not within the scope of this Agreement: (i) assignment of Proprietary Sprint Group Software and Proprietary Information and Materials to Clearwire Group; (ii) Sprint Group Software Licenses granted to Clearwire Group, and Licenses granted to Clearwire Group for Proprietary Information and Materials; and (iii) Software Licenses granted to Sprint Group, and Licenses granted to Sprint Group for Proprietary Information and Materials (terms with initial capital letters have the meanings set forth in Exhibit T).

     2.  Financial Terms

          (a) Fees and Invoices

               (i) Fees. “Fees” shall mean the fees payable by Clearwire to Sprint hereunder in consideration of Sprint’s provision of the Services, as specified in, and calculated pursuant to, any SOW. Certain Fees will vary depending upon whether a given Platform is migrated from Sprint to Clearwire, as further described in (ii) and (iii) below. All other Fees will be negotiated in good faith by the parties for the Services and deliverables described in each SOW. The Fees specified in any SOW will be reviewed and reassessed on an annual basis beginning on the third anniversary of the TAPM closing date, or earlier if the agreed to migration period for a migrated Platform, as outlined in Schedule A, expires. Any disputes regarding such review of the Fees will be resolved in accordance with Section 5, Dispute Resolution. To the extent the Services and deliverables fall into one of the categories below, the Fees are to be structured as follows:

                    (A) Clearwire-owned Hardware and Software platforms with data center services (facilities and labor) provided by the Sprint data centers — Fees are to compensate Sprint for the shared infrastructure Services.

                    (B) Shared Platforms using co-mingled platforms of Clearwire and Sprint — Fees are to compensate Sprint for the shared infrastructure Services.

                    (C) Sprint-owned Hardware and Software platforms — Fees are to compensate Sprint for the Sprint provided infrastructure Services.

                    (D) Miscellaneous Services — Fees are to compensate Sprint for the Sprint provided infrastructure services or shared infrastructure Services, as applicable.

               (ii) Fees — Migrated Platforms. The parties will act in good faith to establish and prioritize a timeline for the migration of those Platforms, as referenced Schedule A, and Clearwire will make commercially reasonable efforts to migrate these Platforms within the Initial Term of this Agreement, and the Parties will use the following methodology to determine Fees:

                    (1) Fees will generally be equal to Sprint Cost to provide the Service to Clearwire during the migration period for each Platform.

                    (2) Where Sprint provides internal resources solely to support a Clearwire migration requirement (i.e., there is no Sprint requirement for the Service) Fees will be charged to Clearwire on a time and materials basis with no mark-up.

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                    (3) Where Sprint must obtain vendor services and deliverables to provide the Services, the Fees will be the total amounts charged to Sprint, and will be passed through to Clearwire with no mark-up.

                    (4) After the end of the agreed migration period for each migrated Platform, Sprint may, in Sprint’s sole discretion, increase the Fees above Fair Market Value as an incentive for Clearwire to migrate off a given Platform or Platforms.

               (iii) Fees — Platforms not Migrated. For Platforms that will not be migrated, Fees will be equal to the Midpoint value of the Services and deliverables provided to Clearwire by Sprint.

               (iv) Invoices. The charges for the Services are set out in the applicable Statement of Work. Sprint must submit in writing to Clearwire, no more than once per month, a single invoice covering all amounts payable for the Services rendered during the billing period covered by the invoice. The invoices will contain a detailed description of the Services rendered during the previous month, the charges payable by Clearwire in respect of these Services and the method used to calculate the invoiced amounts. Clearwire will pay all undisputed invoiced charges in full promptly on receipt of each invoice, but in no event later than 45 days after receipt of the invoice. Clearwire will give Sprint written notice of any disputed charges within 90 days of the due date for payment of the disputed charges, along with a detailed description of the nature of the dispute. Sprint will notify Clearwire of its determination regarding disputed charges within 30 days after receipt of the applicable dispute notice and description from Clearwire, and will demand payment or credit Clearwire’s account, as appropriate, within the 30-day period. Any dispute under this Section 2(a) will be resolved in accordance with the dispute resolution provisions of Section 5. Clearwire will pay Sprint the lesser of a 1.5% monthly fee, or up to the maximum interest charge allowed by law, on all undisputed past due invoices, which 1.5% monthly fee will be applied to the time period during which past due amounts are undisputed. In addition, Sprint may take other action to compel payment of undisputed past due amounts, including suspension or termination of Services, but only after giving written notice in accordance with Section 17, Notice, to Clearwire of the undisputed past due amounts, and failure of Clearwire to pay the undisputed past due amounts within the 20 day period following the date that such notice was deemed provided under Section 17. Sprint acknowledges that any suspension or termination of Services would cause significant business interruption to Clearwire and thus Sprint agrees to make commercially reasonable efforts to resolve any such non-payment of undisputed past due amounts prior to any suspension or termination of Services. Sprint’s acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Clearwire’s payment obligations include late charges and third party collection costs incurred by Sprint, including, but not limited to, reasonable attorneys’ fees, if Clearwire fails to cure its breach of any payment terms.

          (b) Non-Income Taxes. In addition to the charges for Services, Clearwire must pay Sprint an amount equal to all Non-Income Taxes incurred in connection with the provision of Services. Notwithstanding the foregoing, each party is also responsible for (i) Taxes chargeable or assessed with respect to its own employees or agents and (ii) all real and personal property Taxes imposed on software and equipment it owns, except in the case of both (i) and (ii) to the extent such employees or such property is devoted to providing Services to Clearwire. Clearwire will advise Sprint if it determines that any Services are exempt from taxation and the parties will use reasonable efforts to mitigate any applicable Taxes. For purposes of this Agreement, “Non-Income Taxes” shall mean all Taxes except income and franchise Taxes and “Tax” shall mean all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts.

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          (c) Expense Reimbursement. Except to the extent provided otherwise in the Statement of Work, Clearwire will reimburse Sprint for all reasonable, undisputed expenses for travel, meals and lodging incurred by Sprint in the performance of its obligations under this Agreement. The charges for which reimbursement is sought must be estimated in advance by Sprint and such estimate must be agreed to by Clearwire in writing. Expenses must be in compliance with Sprint’s employee expense policies, found at: http://webcon.corp.sprint.com/webcon/llisapi.dll?func=doc.Fetch&nodeid=2914488.

Expenses will be charged at cost with no mark-up. Sprint will maintain documentation of expenses incurred and will retain copies of invoices or receipts for expenses in accordance with its established expense policy. Sprint will make copies of all documentation and receipts that it retains available to Clearwire upon request. Sprint will bill Clearwire monthly for expenses as they accrue. The parties may specify any additional limitations or other requirements related to the reimbursement of expenses in the applicable Statement of Work. It is acknowledged and agreed that if Sprint is reasonably required to incur expenses beyond the limitations set forth in a Statement of Work to provide the Services, then Sprint will be excused from performing the Services until the expense limitation is removed or changed as mutually agreed, provided that Sprint will give Clearwire reasonable notice of the need to exceed any such limitation prior to suspension of any of the Services.

          (d) Records.

               (i) Sprint Records. Sprint must maintain complete and accurate records to substantiate Sprint’s charges billed under this Agreement. Unless otherwise specified in a Statement of Work, Sprint will retain such records for a period at least as long as the period for which Sprint maintains comparable records for its own account, which period must be at least as long as may be required by law.

               (ii) Clearwire Records. Clearwire must maintain complete and accurate records to substantiate Clearwire’s compliance with software licensing terms of this Agreement and any Statement of Work. Unless otherwise specified in a Statement of Work, Clearwire will retain such records for a period at least as long as the period for which Clearwire maintains comparable records for its own account, which period must be at least as long as may be required by law.

          (e) Audits.

               (i) Clearwire Audit — Charges. Clearwire and its authorized agents, at Clearwire’s expense, and subject to obligations of confidentiality as set forth in this Agreement, certain Third Party provider restrictions, or as otherwise provided by law, will be allowed access to Sprint’s records to conduct an audit of the charges to Clearwire, on prior written request during normal business hours during the term of this Agreement and during the respective periods in that Sprint is required to maintain the records under Section 2(d) above. Access to the records will be made at the location where the records are normally maintained. If an audit discloses any error in favor of Sprint, Sprint will, within 10 Business Days of the over-billing notice, reimburse Clearwire for the over-billing plus interest at a rate of 1% per month for the period of time between the date the overpayment was made and the date Sprint reimburses Clearwire.

               (ii) Sprint Audit — Software. In addition to the rights and obligations of the parties under Section 1(f) (Third Party Software Licenses), Sprint may, at Sprint’s expense and upon reasonable prior written request, no more than once per year, for the purpose of verifying Clearwire’s compliance with the requirements of this Agreement, (or more frequently or as otherwise required by agreement between Sprint and a Third Party, or as required by Sprint’s internal audit policy), (A) inspect Clearwire’s books and/or records pertaining to the use of the software and the payment of license fees payable hereunder; (B) inspect and review the computer(s) which Clearwire has installed and/or uses the software; and (C) inspect and review Clearwire’s networks and/or computer system on which the software

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could be installed or stored. Notwithstanding the foregoing, Clearwire acknowledges and agrees that Sprint may require validation of asset counts (e.g., software licenses and servers) for operational purposes (e.g., end of life and currency upgrade projects) and/or for financial purposes (e.g., budget planning and quarterly true-ups with third party vendors) that will require either Clearwire’s self-certification of asset counts and/or an audit by Sprint. In these instances, Sprint agrees to provide Clearwire with at least thirty days advance notice of its request; however, Clearwire agrees to use commercially reasonable efforts to comply when Sprint reasonably requests an accelerated response. Such request will outline the reasons necessitating the self-certification and/or audit. Clearwire agrees to comply with such request, and the parties will mutually schedule any required audit. If an audit reveals the Clearwire has underpaid fees to Sprint, Clearwire will be invoiced for such underpaid fees based upon Sprint’s vendor price list in effect at the time the audit is completed.

     3. Term

          (a) Term. This Agreement will become effective as of the date signed below by all parties (the “Effective Date”), and will continue for 5 years (the “Initial Term”). Clearwire has the right, subject to Section 16(c) below, to renew this Agreement for one additional 5 year term (the “Renewal Term”) upon written notice to Sprint of its intent to renew at least 60 days before the expiration of the then-current term. No Additional Services SOWs will be accepted by Sprint after the expiration of the Term, or a termination in accordance with Section 16 below is effective. The Initial Term, the Renewal Term and all early termination rights set forth in this Agreement are referred to as the “Term.” This subsection is subject to the early termination rights stated elsewhere in this Agreement or other term periods identified in any attachment or related Statement of Work.

          (b) SOWs Continue in Effect. Notwithstanding the expiration of the Term or an early termination of this Agreement, for any outstanding SOW, the terms of this Agreement will continue in effect until the SOW is fulfilled or terminated.

     4. Confidential Information. Except with the prior consent of the disclosing party, each party must: (i) limit access to the Confidential Information to its employees, agents, representatives, subcontractors and consultants who have a need-to-know; (ii) advise its employees, agents, representatives, subcontractors and consultants having access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; and (iii) safeguard the Confidential Information by using a reasonable degree of care to prevent disclosure of the Confidential Information to Third Parties, but at least that degree of care used by that party in safeguarding its own similar information or material, but in any event, all such safeguarding actions to be, at a minimum, in compliance with all applicable laws. These confidentiality obligations do not apply to the extent that (a) the information is in the public domain through no fault of the non-disclosing party, (b) the information has been disclosed by the disclosing party to Third Parties without similar confidentiality obligations attached to the disclosure or (c) the disclosure of the information is required by judicial or administrative process or by law and the party has used commercially reasonable efforts to allow the disclosing party to intervene before the disclosure. “Confidential Information” means any information marked, noticed, or treated as confidential by a party that the party holds in confidence, including all trade secret, technical, business, network or systems information, or other information, including CPNI and other customer and client information, however communicated or disclosed, relating to past, present and future research, development and business activities.

     5. Dispute Resolution

          (a) General. Except as provided in Section 5(d) below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, must first be attempted to be settled by

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good faith efforts of the parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out in Section 5(c) below.

               (i) If there is a dispute between the Parties regarding the calculation of FMV, the Parties will make good faith efforts to resolve the dispute based on a review of actual price estimates from two or more established information technology services vendors. If the Parties are unable to resolve such dispute in accordance with Section 5(b) below, then either party may invoke the appraisal process in Subsection 5(a)(iv) below.

               (ii) If there is a dispute between the Parties regarding the calculation of FAC, the Parties will make good faith efforts to resolve the dispute based on a review of the elements of the cost calculation as described in the definition of FAC above. If the Parties are unable to resolve such dispute, then the dispute will be addressed in accordance with this Section 5 (excluding Section 5(a)(iv).

               (iii) Any other disputes between the Parties regarding Fees will be addressed in accordance with this Section 5 (excluding Section 5(a)(iv).

               (iv) Fair Market Value Appraisal Process. Either party may invoke the appraisal process described in this provision. The party seeking an FMV appraisal will engage an independent valuation expert from the American Society of Appraisers, the National Association for Certified Valuation Analysts, or a Certified Public Account with a Business Valuation Analyst accreditation or any other independent third party appraiser as may be mutually agreed upon by the parties. If the other party believes such appraisal to be unreasonable, it has the right to engage a separate appraiser from the same set of organizations. If these independent valuations differ by more than 15%, a third appraisal will be jointly commissioned and the average of the three independent appraisals will be considered binding. If the initial two appraisals do not differ by more than 15%, the average of the two will be presumed to represent fair market value for purposes of this Agreement.

          (b) Initial Resolution. Subject to Section 5(e), a party that wishes to initiate the dispute resolution process must send written notice to the other party with a summary of the controversy and a request to initiate these dispute resolution procedures. On receipt of the notice, the parties will first seek agreement through discussions among the directors specified in the applicable Statement of Work for a minimum of 10 days. If no agreement is reached by the directors during that period, the parties will continue to seek agreement through discussions among the vice presidents of the relevant operating divisions of each company (or such other persons as specified in the applicable Statement of Work) for a minimum of 15 days. If no agreement is reached by the vice presidents during that period, the parties will continue to seek agreement through discussions among individuals of each company at the Chief Operating Officer level or higher for a minimum of 15 days. The individuals specified above may utilize other alternative dispute resolution procedures to assist in the negotiations to the extent mutually agreed to between such persons.

          (c) Arbitration.(i) If a dispute has not been resolved by the parties following exhaustion of the procedures set forth in Section 5(b), either party may demand arbitration by sending written notice to the other party. The arbitration will be conducted in accordance with the arbitration rules promulgated under the CPR Institute for Dispute Resolution’s (“CPR”) Rules for Non-Administered Arbitration of Business Disputes then prevailing. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the parties, and the decision may be enforced by either party in any court of competent jurisdiction. Each party will bear its own expenses and an equal share of the expenses of the third arbitrator and the fees, if any, of the CPR. The prevailing party

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will be entitled to reasonable legal fees and costs, including reasonable expert fees and court or arbitration costs. If the prevailing party rejected a written settlement offer that exceeds the prevailing party’s recovery, the offering party will be entitled to its reasonable legal fees and costs.

          (d) Injunctive Relief. The foregoing notwithstanding, each party will have the right to seek injunctive relief in any court of competent jurisdiction with respect to any alleged breach by the other party of Section 4 hereof or any agreement regarding confidential information contained in any Statement of Work. Such remedy will not be exclusive and will be in addition to any other remedy that a party may have as a result of any such breach.

          (e) Materiality Threshold. With respect to disputes for charges under any Statement of Work, no dispute may be initiated by a party pursuant to this Section 5 unless the amount in dispute is at least $1,000 in regard to any individual Statement of Work or at least $10,000 in the aggregate (calculated on a monthly basis).

     6. Relationship of Parties

          (a) Independent Contractors. Sprint is an independent contractor in the performance of its obligations under this Agreement. Neither party has any authority to bind the other party or its affiliates with respect to Third Parties.

          (b) No Performance. Neither party undertakes by this Agreement or any Statement of Work to conduct the business or operations of the other party. Nothing contained in this Agreement or any Statement of Work is intended to give rise to a partnership or joint venture between the parties or to impose on the parties any of the duties or responsibilities of partners or joint ventures.

     7. Force Majeure

          Neither party will be in default of its obligations under this Agreement for any delays or failure in performance resulting from any cause or circumstance beyond the party’s reasonable control as long as the non-performing party exercises commercially reasonable efforts to perform its obligations in a timely manner. If Sprint incurs travel, meals or lodging expenses in order to provide Services in a force majeure situation and such expenses exceed the expense authorization limits in Section 2(c) but are otherwise reasonable in light of the circumstances, Sprint will not be required to obtain prior approval of such expenses in order to obtain reimbursement for such expenses from Clearwire. If any such occurrence prevents Sprint from providing any of the Services, Sprint must cooperate with Clearwire in obtaining, at Clearwire’s sole expense, an alternative source for the affected Services, and Clearwire is released from any payment obligation to Sprint with respect to the Services during the period of the force majeure. If a force majeure condition continues to prevent a party from performing for more than 60 consecutive days, then the other party may terminate the applicable Statement of Work.

     8. Indemnification

          (a) Indemnification by Sprint. Sprint will indemnify and defend Clearwire, and each member of Clearwire’s Group, and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “Clearwire Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, reasonable attorney’s fees, and court or arbitration costs (“Losses”) arising out of a claim by a Third Party against a Clearwire Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of Sprint under or related to this Agreement. Sprint’s obligations under this section will be reduced, but only to the extent that the infringement or violation is caused by (i) Sprint’s implementation of specifications that were provided or requested by Clearwire into the Services and such infringement or violation would

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not have occurred but for Sprint’s implementation of such specifications, or (ii) Clearwire’s continued use of infringing Services after Sprint provides reasonable notice to Clearwire of the infringement and provides to Clearwire non-infringing substitute Services of substantially the same functionality and quality or, if Sprint does not have a commercially reasonable substitute available, has allowed Clearwire to terminate without any early termination liability. For any third party claim that Sprint receives, or to minimize the potential for a claim, Sprint may, at its option and expense:

               (1) procure the right for Clearwire to continue using the Services; or

               (2) replace or modify the Services with comparable Services, without material impact on the features, functionality or pricing of the Services and without material impact on Sprint’s ability to meet all agreed service levels for the Services; or

               (3) if the remedies stated in clauses (1) and (2) above are not available on commercially reasonable terms, terminate the Services on reasonable prior notice to Clearwire (without the imposition of any early termination penalties on Clearwire) and Sprint and Clearwire will negotiate, pursuant to Section 5, to reach a written agreement on what, if any, monetary damages (in addition to Sprint’s obligation to defend the claim and pay any damages and attorneys’ fees as required above in this Section 8(a)) are reasonably owed by Sprint to Clearwire as a result of Clearwire no longer having use of the Services; such damages include, but are not limited to, the reasonable costs incurred by Clearwire in finding services to replace the Services being terminated.

          (b) Indemnification by Clearwire. Clearwire will indemnify and defend Sprint, and each member of Sprint’s Group, and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “Sprint Indemnitee”) from and against all Losses arising out of a claim by a Third Party against a Sprint Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of Clearwire under or related to this Agreement.

          (c) Intellectual Property Indemnification. Sprint will indemnify and defend the Clearwire from and against all Losses arising out of any claim by a Third Party that the deliverables under a Statement of Work and any resulting use or sale of any deliverables constitutes an infringement of any patent, trademark or copyright or the misappropriation of any trade secret. Sprint’s obligations under this Section 8(c) will not apply to the extent that the infringement or violation is caused by:

               (i) modification to a deliverable by Clearwire if the modification was not reasonably contemplated by the parties and the infringement or violation would not have occurred but for that modification;

               (ii) the combination of a deliverable by Clearwire with other Third Party products if the combination was not reasonably contemplated by the parties and the infringement or violation would not have occurred but for that combination;

               (iii) detailed specifications (e.g. specifying lines of code, as opposed to mere functional specifications for which Clearwire is not responsible) that were required by Clearwire, if the infringement or violation would not have occurred but for those detailed product specifications; or

               (iv) Clearwire’s continued use of infringing software after Sprint provides Clearwire with reasonable advance written notice of the infringement and provides non-infringing replacement software to Clearwire at no charge.

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          (d) Indemnification Procedures.

               (i) The party seeking indemnification (the “Indemnitee”) must give the party from which indemnification is sought (the “Indemnitor”) prompt notice when it comes to the Indemnitee’s attention that the Indemnitee has suffered or incurred, or is reasonably likely to suffer or incur, any Losses for which it is entitled to indemnification. The notice will include, when known, the facts constituting the basis for the Third Party claim in reasonable detail. Failure by the Indemnitee to so notify the Indemnitor will not relieve the Indemnitor of any liability under this Agreement except to the extent that the failure prejudices the Indemnitor in any material respect.

               (ii) An Indemnitor may elect to defend (and, unless the Indemnitor has specified any reservations or exceptions, to seek to settle or compromise), at the Indemnitor’s own expense and by the Indemnitor’s own counsel any Third Party claim. Within 30 days of receipt of the notice (or sooner, if the nature of the Third Party claim so requires), Indemnitor will notify Indemnitee, in writing, whether Indemnitor will assume responsibility for defending the Third Party claim, which election will specify any reservations or exceptions. If after notice from the Indemnitor of its election to assume the control of the defense the Third Party claim, the Indemnitee is advised by counsel that because of the facts underlying, or defenses related to the Third Party claim there is or is reasonably likely to develop a conflict of interest for counsel representing both the Indemnitor and Indemnitee in the Third Party claim, then the Indemnitee may select and retain separate counsel, the reasonable fees and expenses of which will be paid by the Indemnitor. If no conflict of interest exists or is likely to develop, the Indemnitee shall nevertheless have the right to select and retain separate counsel but the fees and expenses of that counsel will be the expense of the Indemnitee. In either case, the Indemnitee and its counsel will be allowed to participate in (but not control) the defense, compromise or settlement of the Third Party claim. The Indemnitor will not have the right to admit liability on behalf of the Indemnitee and will not compromise or settle a Third Party claim without the express prior written consent of the Indemnitee unless the compromise or settlement solely involves the payment of money by the Indemnitor. If the Indemnitor has elected to assume the defense of the Third Party claim, but has specified, and continues to assert, any reservations or exceptions in the notice, then, in any case, the reasonable fees and expenses of one separate counsel for all Indemnitees will be borne by the Indemnitor.

               (iii) If an Indemnitor elects not to assume responsibility for defending a Third Party claim or fails to notify an Indemnitee of its election as provided in Section 8(d)(ii), the Indemnitee may defend the Third Party claim at the cost and expense of the Indemnitor.

               (iv) Unless the Indemnitor has failed to assume the defense of the Third Party claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party claim without the consent of the Indemnitor.

               (v) No Indemnitor will consent to entry of any judgment or enter into any settlement of the Third Party claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or non-monetary relief to be entered, directly or indirectly, against any Indemnitee.

     9. Warranties

          (a) Mutual Representations and Warranties.

               (i) Each party represents and warrants to the other party that (1) it is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct

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business under this Agreement; (2) the signing, delivery and performance of this Agreement by the party has been properly authorized; and (3) no claims, actions or proceedings are pending or, to the knowledge of the party, threatened against or affecting the party that may, if adversely determined, reasonably be expected to have a material adverse effect on the party’s ability to perform its obligations under this Agreement.

(ii) Each party represents and warrants to the other party that the execution, delivery, or performance of this Agreement will not (1) violate any existing law, regulation, order, determination or award of any governmental authority or arbitrator, applicable to the party; and (2) violate or cause a breach of the terms of the party’s governing documents or of any material agreement that binds the party.

          (b) General Warranties. Sprint warrants that (i) the Services will be provided in a workmanlike manner; and (ii) Sprint will use an adequate number of personnel to perform the Services and the personnel utilized by Sprint will possess suitable training, education, experience and skill to perform the Services. Any additional warranties regarding the Services and associated deliverables will be negotiated and addressed in the applicable SOW.

          (c) Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR EXCEPT FOR ANY EXPRESS WARRANTIES AGREED TO IN A STATEMENT OF WORK, SPRINT MAKES NO WARRANTIES EXPRESS OR IMPLIED, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CLEARWIRE UNDER THIS AGREEMENT.

     10. Limitation of Liability

          (a) Direct Damages. In no event will a party’s aggregate liability for direct damages for breach of this Agreement exceed the higher of $10 million, or the total Fees payable by Clearwire to Sprint under this Agreement during the 12 months prior to the month in which the event giving rise to liability occurred, except that this limitation on liability will not apply to any damages resulting from:

(i) Losses for which a party has an obligation of indemnity under this Agreement;

(ii) damages resulting from any act or omission of a party that constitutes gross negligence, willful misconduct or fraud; or

(iii) damages resulting from any breach of Section 4 (Confidential Information) or Section 8 (Indemnification) of this Agreement by a party.

          (b) Consequential Damages. Neither party will be liable to the other for consequential, indirect or punitive damages for any cause of action, whether in contract, tort or otherwise, except for:

               (i) Losses for which a party has an obligation of indemnity under this Agreement; or

               (ii) damages resulting from a breach of Section 4 (Confidential Information) of this Agreement by a party; or

               (iii) reasonable attorney’s fees incurred in order to enforce the other party’s obligations under Section 8 of this Agreement.

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Consequential damages include, but are not limited to, lost profits, lost revenue, and lost business opportunities, whether the other party was or should have been aware of the possibility of these damages.

     11. Assignment

          This Agreement is binding on, inures to the benefit of, and is enforceable by Sprint, Clearwire, the members of their Groups (so long as they remain in the Group and thereafter as provided in this Agreement), and their respective successors, legal representatives and permitted assigns, in accordance with this Section 11. Except as provided in Section 1(c), no assignment of this Agreement or of any rights or obligations under this Agreement, in whole or in part, may be made by either party without the prior written consent of the other party, except that either party may (i) assign this Agreement to any member of its Group (but only for so long as the assignee remains a Group member) or (ii) assign this Agreement to a successor entity that results from a merger, acquisition or sale of all or substantially all of the party’s assets. Such a delegation does not relieve the delegating party of its obligations under this Agreement. Any attempted assignment without the required consent is void.

     12. Compliance with Laws

          Sprint and Clearwire must each comply with the provisions of all applicable federal, state, and local laws, ordinances, regulations and codes (including procurement of required permits or certificates) in fulfillment of their obligations under this Agreement.

     13. Mutual Cooperation

          (a) Mutual Cooperation. The parties and their respective subsidiaries, affiliates, subcontractors and consultants providing or receiving services under this Agreement must cooperate with each other in connection with the performance of the Services under this Agreement, including producing on a timely basis all Confidential Information that is reasonably requested with respect to the performance of Services and the transition of Services at the end of the term of this Agreement, except that the cooperation must not unreasonably disrupt the normal operations of the parties and their respective subsidiaries and affiliates.

          (b) SOX Access.

                    (i) If requested by Clearwire, Sprint will permit Clearwire reasonable access, upon reasonable advance notice, to Sprint’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of Clearwire’s testing and verification of the effectiveness of Sprint’s controls with respect to the Services as is reasonably necessary to enable the management of Clearwire to comply with its obligations under §404 of the Sarbanes Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable Clearwire’s independent public accounting firm to attest to and report on the assessment of the management of Clearwire in accordance with SOX §404 and Auditing Standard No.2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by Clearwire’s external auditors. In lieu of providing such access, Sprint may, in its sole discretion, instead furnish Clearwire with a type II SAS 70 report. Sprint is not required to furnish Clearwire access to any information other than information that relates specifically to the Services.

                    (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 13(b)(i):

                         (A) the Parties will cooperate to identify the significant processes of Clearwire for purposes of Auditing Standard No. 2 and used by Sprint in connection with the provision

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of the Services to Clearwire under this Agreement;

                         (B) Sprint will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes;

                         (C) in the event any deficiencies are found as a result of the testing, Sprint and Clearwire will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls;

                         (D) in connection with providing the access contemplated by Section 13(b)(i), Sprint will cooperate and assist Clearwire’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and

                         (E) in the event that Sections 13(b)(ii)(A)-(D) do not reasonably enable Clearwire to comply with its obligations under SOX §404 and enable Clearwire’s registered public accounting firm to attest to and report on the assessment by the management of Clearwire in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, Clearwire will be permitted to conduct, at its own expense, an independent audit of Sprint’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.

     14. Permits

          Unless otherwise specifically provided for in this Agreement, Sprint must obtain and keep in full force and effect, at its expense, any permits, licenses, consents, approvals and authorizations from governmental agencies and other Third Parties (“Permits”) necessary for and incident to the performance and completion of the Services. Notwithstanding the foregoing, Clearwire must obtain and keep in full force and effect, at its expense, any Permits related to its facilities and the conduct of its business.

     15. Trademarks, Tradenames and Other Intellectual Property

          Except as specified in Exhibit T to the TAPM, “Intellectual Property Rights Agreement,” nothing in this Agreement or any Statement of Work gives authority to one party to use the name, trademarks, service marks, trade names or domain names of the other party for any purpose whatsoever. Nothing in this Agreement or any Statement of Work will be deemed to grant to either party any right or license under any intellectual property of the other party unless the right or license is expressly granted herein or therein.

     16. Termination

          (a) Termination for Breach. Either party may terminate or cancel any Statement of Work for a material breach or default of any of the terms, conditions or covenants of this Agreement or such Statement of Work by the other party, except that the termination or cancellation may be made only after the expiration of a 30 day period during which the breaching party has failed to cure the breach after having been given written notice thereof and the dispute resolution procedures in Section 5 have been exhausted (“Cure Period”). In that event, the non-breaching party may terminate by giving 10 days written notice of termination to the other party after the expiration of the Cure Period.

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          (b) Termination for Convenience.(a) Clearwire may terminate this Agreement or any Statement of Work during the Term of this Agreement for convenience on at least 120 days prior written notice to Sprint. If Clearwire terminates under this section before the end of the Term, Clearwire must reimburse Sprint for all Sprint Costs that have been incurred by Sprint after the execution of this Agreement as a direct result of Sprint’s provision of Services under this Agreement (less that portion of the amortized costs and prepaid Fees already paid by Clearwire), provided that Clearwire is entitled to any right, license or title related to any equipment or software delivered to Clearwire to the extent Sprint has received the applicable Fees from Clearwire and has the ability to convey the right, license or title.

          (c) Change of Control.

               (i) Other than as permitted under Section 11 (Assignment) above, if at any time during the Term, a Competitor of Sprint acquires a Controlling interest in Clearwire, Sprint and Clearwire agree to renegotiate pricing of any or all of the Services being delivered by Sprint within 90 days following the change in Control to a Competitor of Sprint. If the parties are unable to reach agreement on new pricing within 90 days, Sprint reserves the right to terminate this Agreement with 180 days’ advance written notice.

               (ii) If Sprint is acquired by a Third Party, Clearwire will have the opportunity to bid on divested or abandoned assets.

          (d) Transition. In the event of any termination or expiration of the Agreement or any Order or SOW, Sprint will cooperate reasonably in the orderly wind-down of the Services being terminated or transitioned to another service provider. Sprint will provide a transition period for Services not to exceed one hundred twenty (120) days, and Clearwire shall pay Sprint for any Services associated with such transitional period at prices no higher than quoted under this Agreement, unless the parties mutually agree to a longer time period. If Clearwire initially designates a transition period of less than one hundred twenty (120) days, it may unilaterally subsequently extend the transition period up to the maximum period of one hundred twenty (120) days with five (5) calendar days’ notice to Sprint. Clearwire may, in its discretion, terminate the transition period at any time by giving written notice to Sprint. During the transition period, the Parties will continue to be bound by and perform in accordance with the Agreement and all applicable SOWs and Orders, except that Sprint may reduce designated support services, if any, in proportion to the level of Services installed. If Clearwire is in material default of its payment obligations at the time it requests a Transition Period, Sprint may require the account to be brought current or a deposit from Clearwire before providing transition services over more than a 30-day period.

     17. Notice

          Unless otherwise set forth in a Statement of Work with respect to the Statement of Work, all notices or other communications under this Agreement must be in writing and the parties deem them to be duly given (i) when delivered in person, (ii) on transmission via confirmed facsimile transmission, if the transmission is followed by delivery of a physical copy thereof in person, via U.S. first class mail, or via a private express mail courier, or (iii) two days after deposit with a private express mail courier, in any the case addressed as follows:

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          To Sprint:

Sprint Nextel Corporation
MS: KSOPHH0312 – 3A103
6180 SPRINT PKWY
Overland Park, KS 66251
Fax: (913) 315-6144
Attention: Scott Kalinoski

With a copy to:

Sprint Nextel Corporation
Legal Department
2001 Edmund Halley Drive
M/S VARESPO202-217
Reston, VA 20191
Fax: 866-515-3894
Attention: Director, Commercial Law Group

To Clearwire:

Clearwire Communications LLC
4400 Carillon Point
Kirkland, WA 98033
Fax: (425) 828-8061
Attention: Chief Executive Officer

with a copy to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Legal Department
Facsimile No.: (425) 216-7776

Any party may, by notice to the other party, change the address or individuals to which the notices are to be given. Any notice to Sprint will be notice to all members of the Sprint Group, and any notice to Clearwire will be notice to all members of the Clearwire Group.

     18. Amendment; Waiver

          This Agreement may be amended or supplemented at any time only by written instrument duly executed by each party hereto. Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to the benefit thereof but only by a written instrument signed by the party waiving the terms or conditions. The waiver of any provision is effective only in the specific instance and for the particular purpose for which it was given. No failure to exercise and no delay in exercising, any right or power under this Agreement will operate as a waiver thereof.

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     19. Severability

          Where any provision of this Agreement is declared invalid, illegal, void or unenforceable, or any changes or modifications are required by regulatory or judicial action, and any such invalid, illegal, void or unenforceable provision, or such change or modification, substantially affects any material obligation of a party hereto, the remaining provisions of this Agreement will remain in effect and the parties must mutually agree on a course of action with respect to the invalid provision or the change or modification to the end that the purposes and intent of this Agreement are carried out.

     20. Survival of Obligations

          The provisions in the Agreement relating to Confidential Information, Indemnification, Dispute Resolution, Termination, Compensation and Billing, Limitation of Liability, Warranties, and Trademarks, Tradenames and Other Intellectual Property survive any termination, cancellation or expiration of this Agreement.

     21. Applicable Law

This Agreement is governed, construed and enforced in accordance with the internal laws of the State of Delaware, without regard to its conflict of law principles. Venue and jurisdiction shall be in the state courts of Delaware and the United States Courts for the District of Delaware.

     22. No Unreasonable Delay or Withholding

          Where agreement, approval, acceptance, consent or similar action by Clearwire or Sprint is required, the action must not be unreasonably delayed or unreasonably withheld.

     23. Third Party Beneficiary Rights

          This Agreement is solely for the benefit of Sprint, Clearwire and the members and former members of their Groups. With the exception of the parties to this Agreement, there exists no right of any Third Party (including any employees of any Sprint Group member or any Clearwire Group member) to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

     24. Specific Performance and Other Remedies

          Each party acknowledges that the rights of each party to consummate the Transactions are special, unique and of extraordinary character and that, if any party violates or fails or refuses to perform any covenant or agreement made by it in this Agreement, the non-breaching party or parties may be without an adequate remedy at law. If any party violates or fails or refuses to perform any covenant or agreement made by the party in this Agreement, the non-breaching party or parties may, subject to the terms of this Agreement and in addition to any remedy at law for damages or other relief, institute and prosecute an Action in any court of competent jurisdiction to enforce specific performance of the covenant or agreement or seek any other equitable relief.

     25. Priority of Agreements

          If there is a conflict between any provision of this Agreement and the TAPM (or any other agreement referred to in the TAPM), the provisions of this Agreement will control.

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     26. Counterparts

          This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one instrument. Each counterpart may consist of several copies each signed by less than all, but together signed by all, the parties.

     27. Rules of Construction

          This Agreement will be fairly interpreted in accordance with its terms and without any construction in favor of or against either party.

     28. Further Assurances

          At the request of the other, each party will execute and deliver or cause the members of its Group to execute and deliver any further documents reasonably necessary to facilitate the performance of the Services, including but not limited to letters of agency.

     29. Entire Agreement

          This Agreement represents the entire understanding between the parties with the respect to the provision and receipt of the Services, and the provisions hereof and thereof cancel and supersede all prior agreements or understandings, whether written or oral, with respect to the Services. Pre-printed or similar terms and conditions appearing in any purchase order will have no force and effect. This Agreement is deemed to include all of the Statements of Work attached hereto, each of which is incorporated herein as if an original part of this writing.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement through their authorized representatives.

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope Cochran
	Name:	Hope Cochran
	Title:   Date:	Senior Vice President, Finance and Treasurer November 28, 2008
SPRINT SOLUTIONS, INC.
By:	/s/ Keith O. Cowan
	Name:	Keith O. Cowan
	Title:   Date:	Vice President November 28, 2008

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Schedule A
Services Applications Inventory

Major Application Area
HR/Supply Chain/Finance Apps (ERP)
Portal
Device Management
Identity Management
Enterprise Application Integration
Data Warehouse
Credit/Address Check
IT Help Desk
Care Knowledge Management	[*****]
Service and Repair
Inventory Management
Coverage Maps
Customer Trouble Management
Service Outage Notifications
Fraud
Number Resource Management
Network Operations Support (OSS)

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Schedule B

Statement of Work Template

      This Statement of Work No.            (“SOW”) is effective as of                      (“SOW Effective Date”) and pursuant to the IT Master Services Agreement between Sprint Solutions, Inc. (“Sprint”) and Clearwire Communications LLC (“Clearwire”) dated           , 2008 (“the Agreement”).

SOW Snapshot

Clearwire Sponsoring Organization:

Vice President of Organization:

Clearwire Project Manager for this Engagement:

Program/Project Name:

SOW Total Not to Exceed:

Provider Personnel On-Site (Y/N):

Clearwire Software Tools Utilized?

Software Code Delivered?

Sprint POC

Contact Name:

Phone Number:

FAX to send PO:

Email:

The parties agree as follows:

1.0 GENERAL

This SOW incorporates the terms and conditions of the Agreement. Except as otherwise indicated, capitalized terms in this SOW have the same meaning as defined in the Agreement. If there is a conflict between the terms of the Agreement and this SOW, the Agreement will control unless otherwise expressly stated in this SOW.

2.0 TERM AND TERMINATION

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2.1 The term of this SOW begins on the SOW Effective Date and ends on the earlier of (a) the date on which the parties agree all Services are completed, (b) the expiration of the term as set forth in the table below, or (c) termination by Clearwire in accordance with Section 2.2 below:

PLATFORM/APPLICATION TERM

2.2 Clearwire may terminate the Services in accordance with the table below:

PLATFORM/APPLICATION TERMINATION NOTICE

3.0 SCOPE OF SERVICES AND DELIVERABLES

Subject to the terms and conditions of the Agreement, beginning on the Effective Date, Sprint will provide the Services described in this SOW, which may include but is not limited to the interim support for, and migration of, selected Information Technology (IT) platforms Sprint currently operates or will share with Clearwire, including but not limited to:

• Clearwire-owned Hardware and Software platforms (transferred from Xohm) with data center services (facilities and labor) provided by the Sprint data centers;

• Shared Platforms using co-mingled platforms of Clearwire and Sprint; or

• Sprint-owned Hardware and Software platforms used by Clearwire.

The Services, as further described in Section 5 below, may be supplemented, enhanced, modified or replaced pursuant to the Change Order process in Exhibit A, or by Section 1(d) Additional Services, of the Agreement.

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4.0 SERVICE PERFORMANCE LOCATION

Services performed by Sprint will be conducted in Herndon, VA and other sites as mutually agreed to by the parties.

5.0 SPRINT RESPONSIBILITIES

5.1	Service Levels — See Exhibit B.
5.2	Reports and Meetings
5.3	Roles and Responsibilities — See Exhibit C

6.0 CLEARWIRE RESPONSIBILITIES

Clearwire will be responsible for the following:

7.0 ACCEPTANCE

Clearwire will have the right to inspect and either accept or reject the Services detailed in this SOW within ___ Business Days of completion of the Services.

8.0 COMPENSATION

8.1	Rates/Fees. Upon completion of the Services, Sprint may invoice Clearwire the applicable Fees, calculated as follows:
8.2	Expenses. Travel and other expenses incurred during the performance of this SOW are eligible for reimbursement, pursuant to the applicable provisions of the Agreement [and shall not exceed $                    ].
8.3	SOW Total Not to Exceed Amount. The total amount invoiced under this SOW, inclusive of Fees and Expenses, will not exceed $___.

9.0 CHANGES IN SCOPE

All changes to this SOW require a written Change Order that must be executed by authorized representatives of Sprint and Clearwire, prior to any change of scope being authorized.

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10.0 PROJECT MANAGEMENT AND PERSONNEL

10.1 The Sprint Project Manager for Services related to this SOW is as follows:

Provider Project Manager

Phone Number(s) 

Fax Number(s)

Email Address

10.2 Other Sprint Key Positions for Services related to this SOW are as follows:

Name Title Function

10.3 The Clearwire project manager for Services related to this SOW is as follows:

Clearwire project manager

Phone Number(s) 

Fax Number(s)

Email Address

11.0 OTHER DOCUMENTS

The following attachments to this SOW are incorporated by reference:

12.0 ENTIRE AGREEMENT

This SOW and the Agreement, together with attachments, constitute the entire Agreement between Clearwire and Sprint with respect to the Services and deliverables defined in this SOW.

[Signature Page Follows]

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SIGNED:

CLEARWIRE COMMUNICATIONS LLC	SPRINT SOLUTIONS, INC.
(signature)	(signature)
(print name)	(print name)
(title)	(title)
(date)	(date)

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EXHIBIT A TO SOW — CHANGE ORDER PROCESS AND FORM

The following procedures will be observed for all Change Orders:

1.	Either party may request a Change Order but all Change Orders must be in writing in the form attached hereto as Exhibit A-1.
2.	Change Order requests will be processed as soon as reasonably possible but requests outstanding more than 10 days shall expire.
3.	Change Orders will include the following:

a.	A description of any additional work to be performed and/or any changes to the performance required of either party.
b.	A statement of the impact of the work or changes on the scope of services or other requirements of the Agreement.
c.	The estimated timetable to complete the work specified in the Change Order and the impact, if any, on the delivery schedule, pricing and payments.
d.	Specific individuals with management or coordination responsibilities for Sprint and Clearwire.
e.	The documentation to be modified or supplied as part of the work.
f.	Estimated cost of additional work to Clearwire and/or hourly rates to be charged.
g.	Licenses — Describe extent and restrictions of licenses using application/platform
h.	Definitions — List any terms and definitions required for agreement clarity.

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EXHIBIT A-1 TO SOW

CHANGE ORDER FORM

1.	Describe services or changes requested (attach additional pages if necessary)
2.	Change Order requested by:

          Clearwire                                Sprint                     

          Name                                         

          Authorized Signature                                         

          Date                     

3.	Modifications, clarifications or supplements to description of services or changes requested in paragraph 1, above, if any (attach additional pages if necessary).
4.	Assignment of additional employees and resources (attach additional pages if necessary).

5. Impact on price delivery schedule, payment schedule and scope of services (attach additional pages if necessary).

Acceptance or Rejection

Sprint Solutions, Inc.:

By:	Date:
Name:
Title:
Accepted:	Rejected:
Clearwire Communications LLC:
By:	Date:
Name:
Title:
Accepted:	Rejected:

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EXHIBIT B TO SOW — SERVICE LEVELS

1.0. Service Provided, Availability and Support

1.1. Service Level Objective

          The standard service level objective for all work under this SOW is the level of service and remedies that Sprint IT currently provides to its internal customers within the Sprint Group. Higher service level objectives, if mutually agreed to by Sprint and Clearwire, will be provided, usually at an additional charge to Clearwire. When higher service level objectives have been agreed to, they will be listed here.

1.2.	Hours of Availability and Maintenance Windows
1.3.	Hours of Support
1.4.	Constraints on Availability
1.5.	Contacting Support
1.6.	Clearwire Support Center Response Times
1.7.	Severity Definitions and Chart
1.8.	Clearwire Notification
1.9.	Clearwire Escalation Contact List

2.0.	Clearwire Responsibilities
3.0.	Performance and Service Level Reviews
4.0.	Change Control
5.0.	Security Standards and Policies
6.0.	Business Continuity Plan
7.0.	Dispute Resolution for Service Impacting Outages or Failure to Perform
8.0.	Metrics and Reports
9.0.	Definitions

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EXHIBIT C TO SOW — ROLES AND RESPONSIBILITIES MATRICES

Attached are the On-going Roles and Responsibilities Matrixes (collectively, the “Ongoing Roles and Responsibilities Matrices”). Capitalized terms not defined in Ongoing Roles and Responsibilities Matrices shall have the meanings set forth in this SOW or the Agreement. The level of each Party’s responsibility with respect to each of the obligations set forth in the Ongoing Roles and Responsibilities Matrices is specified by the insertion of the letter “O”, “P” or “V” adjacent to such obligation and beneath such Party’s name. The letter “O” indicates that a Party “Owns” overall and ultimate accountability for completion of a task. The letter “P” indicates that a Party has a “Participation” role with respect to a task, and that a Party designated “O” may require such Party to provide certain resources or perform tasks that may be necessary for the overall task to be completed, in an amount that is commercially reasonable, under the circumstances. Both Parties will communicate in an on-going fashion when the “P” is a necessity. The letter “V” indicates that a Party has “Visibility” with respect to a task, and that such Party has the right, but not the obligation, to contribute, provide resources or review the process for completion of a task. The absence of any letter indicates that a Party shall have no right to have an input or any obligation with respect to a task.

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Item Task Description Sprint Clearwire Notes

EX-10.39

EXHIBIT 10.39

January 19, 2009

Mr. David Sach
The Willows
Heath Rise
Virginia Water, Surrey GU25 4AX
United Kingdom

Dear David,

I am pleased to confirm my offer to you for the position of Chief Financial Officer for Clearwire. Outlined below are the specific details regarding your new role.

Start Date:	February 2, 2009
Reports to:	Ben Wolff – Chief Executive Officer
Location:	Kirkland, WA
Base salary:	$500,000 annually (paid bi-weekly)
Bonus Target:	$500,000 paid annually based on company and individual performance.
Stock Awards:	150,000 Restricted Stock Units (RSUs) and 350,000 stock options with an expected date of grant within 30 days of starting with Clearwire. Both the options and RSUs vest over 4 years, 25% per year. Details regarding these awards will be provided to you separately. You will also be targeted to receive a grant of 150,000 stock options in September, 2009 based on your performance and the performance of Clearwire. In addition, you are expected to participate in the normal course performance based stock awards historically issued semi-annually. Please remember that all stock awards are subject to approval by the Compensation Committee of the Board.
Relocation:	The company will reimburse you for all reasonable and customary expenses related to your relocation to Kirkland. These benefits will include
	•    Exploratory trip for you and your family.
	•    1-2 house hunting trips for you and your family.
	•    Reimbursement of lease expenses in the Seattle area for up to a 6 month period.
	•    Reimbursement of reasonable and customary closing costs on the sale of your current home.
	•    Reimbursement of R&C closing costs on the purchase of a new home in the Seattle area
	•    Shipment and storage of household goods
	•    Tax gross up on non-deductible relocation reimbursements
	More information regarding relocation benefits will be forwarded to you separately.
Benefits:	In this role, you will participate in Clearwire’s benefit programs including medical, dental, disability, life insurance and 401(K) plans.
Time Off:	You will be eligible for a total of 4 weeks of paid time off in accordance with the company’s vacation and time off policies. In addition, Clearwire will grant you 5 floating holidays upon your starting with the company.
Severance Benefits:	In the event, your employment is terminated involuntarily during your first 18 months with Clearwire for a reason other than cause, or documented unsatisfactory job performance you will be eligible for a severance benefit equal to 100% of your annual base salary and targeted annual bonus. “Cause” shall have the correlative meaning set forth in Clearwire’s Change in Control Severance Plan dated March 25, 2008. Documented unsatisfactory job performance will be deemed to have occurred following a 90 day period during which you have been requested in writing by the Board to cure specific and material job performance deficiencies and you have failed to do so as determined by the majority of the Board members.

David, as we discussed, the terms and conditions of employment for our current officers relating to a change in control, severance benefits, accelerated vesting of stock awards and health insurance continuation are outlined in Clearwire’s Change in Control Plan Severance Plan. Benefits payable under this plan are expected to continue in effect until November 28, 2010.

During 2009, we expect to evaluate on-going plans related to the terms and conditions of our officers’ employment with the company. To the extent such plans are put on place they will be extended to you in the same manner as other officers who report directly to the Chief Executive Officer of the company. In the event such plans are not implemented it is our intention that your severance benefit will remain in effect on an on-going basis subject to approval of the Compensation Committee of the Board.

This offer is conditioned upon your executing the company’s Confidentiality and Intellectual Property Agreement which will be modified to permit your subsequent employment at companies other than those deploying WiMAX, LTE, EVDO or similar next generation technology or service in the United Sates.

Subsequent to receipt of a signed offer letter and as a further condition for employment, Clearwire conducts a reference/background check on prospective employees.  Clearwire reserves the right to rescind the offer set forth in this letter based on the results of such screenings and may do so in its sole discretion. While we expect that your tenure at Clearwire will be successful, please understand that your employment, like that of all of our employees, is terminable at will, meaning that either you or the Company can end the employment relationship at any time for any reason.

Please indicate your acceptance of this offer by signing below and returning it to Mark Fanning, 4400 Carillon Point, Kirkland WA 98033 no later than January 23, 2009.

David, I am excited at the prospect of your joining the team and look forward to working with you in building a great company.

Sincerely,

Mark Fanning
Vice-President –People Development

Accepted By:  /s/ DAVID SACH                                             Date Accepted:  January 21, 2009                                           

EX-10.40

EXHIBIT 10.40

March 6, 2009

Benjamin G. Wolff
2300 Carillon Point
Kirkland, WA 98033

Dear Ben,

On behalf of the Board of Directors of Clearwire Corporation, I am pleased to confirm our offer to you for the position of Co-Chairman for Clearwire Corporation. This offer has been approved by the Compensation Committee of the Board. Outlined below are the specific details regarding your new position with Clearwire.

Start Date:	March 10, 2009
Reports to:	Board of Directors
Location:	Kirkland, WA
Base salary:	$750,000 annually (paid bi-weekly)
Bonus Target:	100% of base salary paid annually based on company and individual performance. You will be eligible for a full year bonus for 2009 to be paid in March, 2010. Your bonus for 2008 will be paid in March 2009 as scheduled.
Stock Awards:	2,000,000 Restricted Stock Units (RSUs) and 1,000,000 stock options with an expected date of grant of the start date. Both the options and RSUs vest over 4 years, 25% per year. Upon any termination of employment, whether voluntary or involuntary, the exercise period for all vested Clearwire stock options that you hold shall be extended until the end of their term. Details regarding your new awards will be provided to you separately.
Benefits:	You will be eligible for the same benefits offered to the company’s CEO.
Time Off:	You will be eligible for a total paid time off consistent with that offered to the company’s CEO, and you will be credited with all accrued vacation time to date. You will continue to be eligible for the three month paid sabbatical referenced in your prior offer letter.
Non-compete:	The term of your existing non-compete shall continue until the first anniversary of your voluntary separation from the company, or, in the case of involuntary termination other than for cause or constructive termination, the date of such termination, at which time your non-compete agreement shall expire and be of no further force or effect.

Severance Benefits:	You have agreed to waive your severance benefits under Clearwire’s Change in Control Severance Plan dated March 25, 2008 (the “Plan”), and you acknowledge that you are not entitled to any compensation under the Plan either now or in the future.
	In the event, your employment as Co-Chairman is terminated involuntarily for a reason other than cause, or in the event of constructive termination, the vesting on all of your stock compensation awards will be accelerated by two years.
Other Compensation:	The company will pay you $1,500,000 on the Start Date, and an additional $3,000,000 on January 4, 2010 which shall be paid without condition or exception.

While we expect that your tenure at Clearwire will be successful, please understand that your employment, like that of all of our employees, is terminable at will, meaning that either you or the Company can end the employment relationship at any time for any reason.

Please indicate your acceptance of this offer by signing below and returning it to Craig McCaw, 2300 Carillon Point, Kirkland, WA 98033 no later than March 12, 2009.

Sincerely,

Craig McCaw
Chairman of the Board

/s/ BENJAMIN G. WOLFF	MARCH 7, 2009
Accepted	Date

EX-10.41

EXHIBIT 10.41

March 6, 2009

William T. Morrow
5491 Blackhawk Drive
Danville, CA 94506

Dear Bill,

On behalf of the Board of Directors of Clearwire Corporation, I am pleased to confirm my offer to you for the position of Chief Executive Officer for Clearwire. Outlined below are the specific details regarding your new position with Clearwire.

Start Date:	As soon as practicable
Reports to:	Board of Directors (You will be invited to attend and participate in meetings of the Board of Directors (other than with respect to matters involving you).)
Location:	Kirkland, WA
Base salary:	$900,000 annually (paid bi-weekly)
Signing Bonus:	$200,000
Bonus Target:	$900,000 paid annually based on company and individual performance, with the bonus for your first year of employment guaranteed at 100% of the bonus target.
Stock Awards:	2,000,000 Restricted Stock Units (RSUs) and 2,000,000 stock options with an expected date of grant of the start date. Both the options and RSUs vest over 4 years, 25% per year. Details regarding these awards will be provided to you separately. Please remember that all stock awards are subject to approval by the Compensation Committee of the Board.
Relocation:	The company will reimburse you for all reasonable and customary expenses related to your relocation to Kirkland. These benefits will include
	•    Exploratory trip for you and your family.
	•    1-2 house hunting trips for you and your family.
	•    Reimbursement of lease expenses in the Seattle area for up to a 6 month period.
	•    Reimbursement of reasonable and customary closing costs (which shall include brokers’ commissions) on the sale of your current home and the purchase of a new home in the Seattle area, subject to a limit of $300,000 in the aggregate.
	•    Shipment and storage of household goods.
	•    Tax gross up on non-deductible relocation reimbursements.

	More information regarding relocation benefits will be forwarded to you separately. Any reimbursement or tax-gross up payments shall be paid to you promptly but in no event later than end of the year in which you incur such expenses (or the year in which you remit the related taxes to the appropriate tax authorities, in the case of the tax gross up).
Benefits:	In this role, you will participate in Clearwire’s benefit programs, including medical, dental, disability, life insurance and 401(K) plans.
Time Off:	You will be eligible for a total of 4 weeks of paid time off in accordance with the company’s vacation and time off policies.
Severance Benefits:	In the event, your employment is terminated involuntarily for a reason other than Cause, or you terminate your employment for Good Reason you will be paid a lump sum severance benefit equal to 200% of your annual base salary and targeted annual bonus, shall receive 24 months continuation of Qualifying Healthcare Coverage and shall receive one year accelerated vesting on your stock compensation awards. In lieu of the foregoing, upon the commencement of your employment with the Company at all times thereafter you will be a Group 1 Participant in the Clearwire Change in Control Severance Plan dated March 25, 2008 (the “Change in Control Plan”) and shall be eligible for benefits in accordance with the terms of such Change in Control Plan (including the last sentence of Section 5.1 thereof). The Change in Control Plan shall not be terminated or amended with respect to your participation without your consent. “Cause,” “Good Reason,” “Group 1 Participant” and “Qualifying Healthcare Coverage” shall have the correlative meanings set forth in the Change in Control Plan.

This offer is conditioned upon your executing the company’s Confidentiality and Intellectual Property Agreement.

Subsequent to receipt of a signed offer letter and as a further condition for employment, Clearwire conducts a reference/background check on prospective employees.  Clearwire reserves the right to rescind the offer set forth in this letter based on the results of such screenings and may do so in its sole discretion. While we expect that your tenure at Clearwire will be successful, please understand that your employment, like that of all of our employees, is terminable at will, meaning that either you or the Company can end the employment relationship at any time for any reason.

Please indicate your acceptance of this offer by signing below and returning it to Craig McCaw, 2300 Carillon Point, Kirkland, WA 98033 no later than March 12, 2009.

Bill, I am excited at the prospect of your joining the team and look forward to working with you in building a great company.

Sincerely,

Craig McCaw
Chairman of the Board

/s/ WILLIAM T. MORROW	March 6, 2009
Accepted	Date

EX-21.1

EXHIBIT 21.1

List of Consolidated Subsidiaries of Clearwire Corporation

	State of Other Jurisdiction of
Name of Subsidiary	Incorporation or Organization
BWC Spectrum, LLC	Delaware
Clearmedia LLC	Nevada
Clearwire US LLC	Nevada
Clearwire Hawaii Partners LLC	Delaware
Clearwire Hawaii Partners Spectrum LLC	Delaware
Clearwire Legacy LLC	Delaware
Clearwire Spectrum Holdings LLC	Nevada
Clearwire Spectrum Holdings II LLC	Nevada
Clearwire Spectrum Holdings III LLC	Nevada
Clearwire Telecommunications Services, LLC	Nevada
Clearwire Communications LLC	Delaware
Clearwire XOHM LLC	Delaware
Clear Wireless LLC	Nevada
Clear Wireless Broadband LLC	Delaware
DCT Los Angeles, LLC	Delaware
Fixed Wireless Holdings, LLC	Delaware
IntraISP Software Solutions, LLC	Missouri
SFT Spectrum, LLC	Delaware
Winbeam LLC	Nevada
Alda Gold II, LLC	Delaware
Alda Tucson, LLC	Delaware
Alda Wireless Holdings, LLC	Delaware
American Telecasting Development, LLC	Delaware
American Telecasting of Anchorage, LLC	Delaware
American Telecasting of Bend, LLC	Delaware
American Telecasting of Bismarck, LLC	Delaware
American Telecasting of Cincinnati, LLC	Delaware
American Telecasting of Colorado Springs, LLC	Delaware
American Telecasting of Columbus, LLC	Delaware
American Telecasting of Denver, LLC	Delaware
American Telecasting of Fort Meyers, LLC	Delaware
American Telecasting of Ft. Collins, LLC	Delaware
American Telecasting of Green Bay, LLC	Delaware
American Telecasting of Jackson, LLC	Delaware
American Telecasting of Lansing, LLC	Delaware
American Telecasting of Lincoln, LLC	Delaware
American Telecasting of Little Rock, LLC	Delaware
American Telecasting of Louisville, LLC	Delaware
American Telecasting of Medford, LLC	Delaware
American Telecasting of Michiana, LLC	Delaware
American Telecasting of Minnesota, LLC	Delaware
American Telecasting of Monterey, LLC	Delaware

	State of Other Jurisdiction of
Name of Subsidiary	Incorporation or Organization
American Telecasting of Nebraska, LLC	Delaware
American Telecasting of Oklahoma, LLC	Delaware
American Telecasting of Portland, LLC	Delaware
American Telecasting of Redding, LLC	Delaware
American Telecasting of Salem/Eugene, LLC	Delaware
American Telecasting of Santa Barbara, LLC	Delaware
American Telecasting of Seattle, LLC	Delaware
American Telecasting of Sheridan, LLC	Delaware
American Telecasting of Toledo, LLC	Delaware
American Telecasting of Youngstown, LLC	Delaware
American Telecasting of Yuba City, LLC	Delaware
ATI of Santa Rosa, LLC	Delaware
ATI Sub, LLC	Delaware
ATL MDS, LLC	Delaware
Bay Area Cablevision, LLC	Delaware
Broadcast Cable, LLC	Delaware
BWC Spectrum, LLC	Delaware
Cherokee Wireless of Knoxville, LLC	Delaware
FMA Licensee Subsidiary, LLC	Delaware
Fresno MMDS Associates, LLC	Delaware
G&S TV LLC	Delaware
Kennewick Licensing LLC	Delaware
LA MDS, LLC	Delaware
NSAC, LLC	Delaware
NY MDS, LLC	Delaware
PCTV Gold II, LLC	Delaware
PCTV of Milwaukee, LLC	Delaware
PCTV of Salt Lake City, LLC	Delaware
PCTV Sub, LLC	Delaware
People’s Choice TV of Albuquerque LLC	Delaware
People’s Choice TV of Houston LLC	Delaware
People’s Choice TV of St. Louis, LLC	Delaware
People’s Choice TV of Tucson, LLC	Delaware
Preferred Entertainment, LLC	Delaware
SCC X, LLC	Delaware
SF MDS, LLC	Delaware
Speedchoice of Detroit, LLC	Delaware
Speedchoice of Phoenix, LLC	Delaware
Sprint (Bay Area), LLC	Delaware
TDI Acquisition Sub, LLC	Delaware
Transworld Telecom II, LLC	Delaware
TTI Acquisition LLC	Delaware
TWTV Spokane, LLC	Delaware
Via/Net, LLC	Delaware
Wavepath Sub, LLC	Delaware
WBC NY, LLC	Delaware

	State of Other Jurisdiction of
Name of Subsidiary	Incorporation or Organization
WBSB Licensing, LLC	Delaware
WBS California, LLC	Delaware
WBSCB Licensing, LLC	Delaware
WBSE Licensing, LLC	Delaware
WBSFP Licensing, LLC	Delaware
WBSH Licensing, LLC	Delaware
WBS Idaho, LLC	Delaware
WBSK Licensing, LLC	Delaware
WBSM Licensing, LLC	Delaware
WBS Montana, LLC	Delaware
WBS of America, LLC	Delaware
WBS of Ft. Pierce, LLC	Delaware
WBS of Melbourne, LLC	Delaware
WBS of Sacramento, LLC	Delaware
WBS of West Palm, LLC	Delaware
WBS Oregon, LLC	Delaware
WBSR Licensing, LLC	Delaware
WBSS Licensing, LLC	Delaware
WBS Washington, LLC	Delaware
WBSWP Licensing, LLC	Delaware
WBSY Licensing, LLC	Delaware
WCOF, LLC	Delaware
WHI SD LLC	Delaware
WHI Sub, LLC	Delaware
Wireless Broadband Services of America, LLC	Delaware
Wireless Broadcasting Systems of Knoxville, LLC	Delaware
Wireless Cable of Indianapolis, LLC	Delaware
Clearwire International LLC	Washington
Clearwire d.o.o. za telekommunikacjie	Croatia
Clearwire Belgium Sprl	Belgium
Clearwire Brasil Participacoes Ltda.	Brasil
Clearwire Europe B.V.	Netherlands
Clearwire Europe S.a.r.l.	Luxembourg
Clearwire Europe Management ServicesGmbH	Austria
Clearwire France S.A.S.	France
Clearwire Germany GmbH	Germany
Clearwire Ireland Limited	Ireland
Clearwire Latin America, LLC	Nevada
Clearwire Poland Sp. z.o.o.	Poland
Clearwire Poland Holdings S.a.r.l.	Luxembourg
Clearwire Poland Spectrum Sp. Z.o.o.	Poland
Clearwire Slovakia s.r.o. v likvidácii,	Slovakia
accessNET International, S.R.L.	Romania
Clearwire Espana, S.A.	Spain
Clearwire Ireland II Limited	Ireland
Idilis S.R.L.	Romania

	State of Other Jurisdiction of
Name of Subsidiary	Incorporation or Organization
Mac Telecom SA	Belgium
Mac Telecom Holdings SA	Belgium
CW Telecomunicacoes Ltda.	Brazil
Viamax Holdings S.A.	Brazil

List of Unconsolidated Subsidiaries of Clearwire Corporation

		State of Other Jurisdiction of
Name of Subsidiary	Current Ownership	Incorporation or Organization
Craig Wireless Manitoba Inc.	15%	Canada
MVS Net, S.A. de C.V.	Non-Diluted: 27.66%	Mexico
	Fully Diluted: 26.91%

EX-23.1

     Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-155867 on Form S-8 of (1) our report dated March 25, 2009, relating to the consolidated financial statements of Clearwire Corporation and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the business combination between Clearwire Corporation and the WiMAX Operations of Sprint Nextel Corporation) and (2) our report dated March 11, 2008 (March 25, 2009 as to Note 19) relating to the consolidated financial statements of Clearwire Corporation and subsidiaries as of December 31, 2007 and December 31, 2006 and for each of the three years in the period ended December 31, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the change in accounting for stock-based compensation upon adoption of Financial Accounting Standards Board Statement No. 123(R), Share Based Payment), appearing in the Annual Report on Form 10-K of Clearwire Corporation for the year ended December 31, 2008.

/s/ Deloitte & Touche LLP

Seattle, Washington
March 25, 2009

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Clearwire Corporation:

We consent to the incorporation by reference in the registration statement on Form S-8 (No. 333-155867) of Clearwire Corporation of our report dated August 4, 2008, with respect to the balance sheet of the WiMAX Operations of Sprint Nextel Corporation as of December 31, 2007, and the related statements of operations, cash flows and business equity (included within the statement of stockholders’ equity and comprehensive loss) for the year then ended, which report appears in the December 31, 2008 annual report on Form 10-K of Clearwire Corporation.

/s/ KPMG LLP

McLean, Virginia
March 25, 2009

EX-31.1

     Exhibit 31.1

CERTIFICATION

I, William T. Morrow, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Clearwire Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2009	/s/ William T. Morrow
	William T. Morrow
	Chief Executive Officer

EX-31.2

     Exhibit 31.2

CERTIFICATION

I, David J. Sach, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Clearwire Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2009	/s/ David J. Sach
	David J. Sach
	Chief Financial Officer

EX-32.1

     Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
REQUIRED BY RULE 13a-14(b) or RULE 15d-14(b)
AND SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002, 18 U.S.C. SECTION 1350

In connection with the Annual Report of Clearwire Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William T. Morrow, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William T. Morrow William T. Morrow
Chief Executive Officer
Clearwire Corporation
March 25, 2009

EX-32.2

     Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
REQUIRED BY RULE 13a-14(b) or RULE 15d-14(b)
AND SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002, 18 U.S.C. SECTION 1350

     In connection with the Annual Report of Clearwire Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Sach, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David J. Sach David J. Sach
Chief Financial Officer
Clearwire Corporation
March 25, 2009

EX-99.1

Exhibit 99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets at December 31, 2007 and 2006	3
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005	4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005	5
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005	6
Notes to Consolidated Financial Statements	7

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Clearwire Corporation

Kirkland, Washington

We have audited the accompanying consolidated balance sheets of Clearwire Corporation and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Clearwire Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation upon adoption of Statement of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment.

/s/  Deloitte & Touche LLP

Seattle, Washington

March 11, 2008 (March 25, 2009 as to Note 19)

2

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2007			2006
	(In thousands, except share and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	876,752		$	438,030
Short-term investments		67,012			663,644
Restricted cash		1,077			10,727
Restricted investments		—			69,401
Accounts receivable, net of allowance of $787 and $753		3,677			2,774
Notes receivable short-term, related party		2,134			4,409
Inventory		2,312			1,398
Prepaids and other assets		36,748			19,219
Total current assets		989,712			1,209,602
Property, plant and equipment, net		572,329			302,798
Restricted cash		11,603			117
Restricted investments		—			16,269
Long-term investments		88,632			—
Notes receivable long-term, related party		4,700			—
Prepaid spectrum license fees		457,741			241,151
Spectrum licenses and other intangible assets, net		480,003			222,980
Goodwill		35,666			30,908
Investments in equity investees		14,602			14,983
Other assets		30,981			29,565
TOTAL ASSETS	$	2,685,969		$	2,068,373
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	102,447		$	108,216
(includes related party balances of $4,521 and $6,799)
Deferred rent		24,805			6,986
Deferred revenue		10,010			5,599
Due to affiliate		2			532
Current portion of long-term debt		22,500			1,250
Total current liabilities		159,764			122,583
Long-term debt, net of discount of $0 and $110,007		1,234,375			644,438
Other long-term liabilities		114,492			42,385
Total liabilities		1,508,631			809,406
MINORITY INTEREST		13,506			1,358
COMMITMENTS AND CONTINGENCIES (NOTE 11)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001, 5,000,000 shares authorized; no shares issued or outstanding
Common stock, par value $0.0001, and additional paid-in capital, 350,000,000 shares authorized; Class A, 135,567,269 and 109,325,236 shares issued and outstanding		2,098,155			1,474,759
Class B, 28,596,685 shares issued and outstanding		234,376			234,376
Common stock and warrants payable		—			166
Deferred compensation		—			(116	)
Accumulated other comprehensive income		17,333			6,990
Accumulated deficit		(1,186,032	)		(458,566	)
Total stockholders’ equity		1,163,832			1,257,609
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,685,969		$	2,068,373

See notes to consolidated financial statements

3

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2007			2006			2005
	(In thousands, except per share data)
REVENUES:
Service	$	151,440		$	67,598		$	8,451
Equipment and other (includes related party sales of $0, $15,546 and $9,728)		—			32,583			25,003
Total revenues		151,440			100,181			33,454
OPERATING EXPENSES:
Cost of goods and services (exclusive of a portion of depreciation and amortization shown below):
Cost of service (includes related party costs of $2,877, $606 and $0)		107,281			50,438			13,086
Cost of equipment (includes related party costs of $0, $8,914 and $1,853)		—			19,674			10,483
Selling, general and administrative expense		360,666			214,669			106,211
Research and development		1,397			8,890			9,639
Depreciation and amortization		84,694			40,902			11,913
Spectrum lease expense		96,417			23,516			9,356
Gain on sale of NextNet		—			(19,793	)		—
Total operating expenses		650,455			338,296			160,688
OPERATING LOSS		(499,015	)		(238,115	)		(127,234	)
OTHER INCOME (EXPENSE):
Interest income		65,736			30,429			6,605
Interest expense		(96,279	)		(72,280	)		(14,623	)
Foreign currency gains, net		363			235			20
Loss on extinguishment of debt		(159,193	)		—			—
Other-than-temporary impairment loss and realized loss on investments		(35,020	)		—			—
Other income, net		1,801			2,150			300
Total other expense, net		(222,592	)		(39,466	)		(7,698	)
LOSS BEFORE INCOME TAXES, MINORITY INTEREST AND LOSSES FROM EQUITY INVESTEES		(721,607	)		(277,581	)		(134,932	)
Income tax provision		(5,427	)		(2,981	)		(1,459	)
LOSS BEFORE MINORITY INTEREST AND LOSSES FROM EQUITY INVESTEES		(727,034	)		(280,562	)		(136,391	)
Minority interest in net loss of consolidated subsidiaries		4,244			1,503			387
Losses from equity investees		(4,676	)		(5,144	)		(3,946	)
NET LOSS	$	(727,466	)	$	(284,203	)	$	(139,950	)
Net loss per common share, basic and diluted	$	(4.58	)	$	(2.93	)	$	(1.97	)
Weighted average common shares outstanding, basic and diluted		158,737			97,085			71,075

See notes to consolidated financial statements

4

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Class A
	Common					Class B
	Stock,					Common
	Warrants and					Stock and										Accumulated
	Additional					Additional				Common						Other									Total
	Paid					Paid				Stock and						Comprehensive						Total			Comprehensive
	In Capital					In Capital				Warrants			Deferred			Income			Accumulated			Stockholders’			Income
	Shares		Amounts			Shares		Amounts		Payable			Compensation			(Loss)			Deficit			Equity			(Loss)
	(In thousands)
Balances at January 1, 2005		43,053	$	218,411			18,691	$	56,073	$	3,354		$	(2,320	)	$	265		$	(34,413	)	$	241,370		$	(32,777	)
Net loss		—		—			—		—		—			—			—			(139,950	)		(139,950	)		(139,950	)
Foreign currency translation adjustment		—		—			—		—		—			—			(636	)		—			(636	)		(636	)
Unrealized loss on short-term investments		—		—			—		—		—			—			(111	)		—			(111	)		(111	)
Common stock issued, net of costs		13,133		157,600			—		—		78			—			—			—			157,678
Warrants issued		—		59,563			—		—		2,541			—			—			—			62,104
Common stock and warrants payable		—		—			—		—		(4,305	)		—			—			—			(4,305	)
Deferred stock-based compensation		—		881			—		—		—			(881	)		—			—			—
Amortization of deferred stock-based compensation		—		—			—		—		—			2,542			—			—			2,542
Balances at December 31, 2005		56,186		436,455			18,691		56,073		1,668			(659	)		(482	)		(174,363	)		318,692			(140,697	)
Net loss		—		—			—		—		—			—			—			(284,203	)		(284,203	)		(284,203	)
Foreign currency translation adjustment		—		—			—		—		—			—			7,522			—			7,522			7,522
Unrealized loss on short-term investments		—		—			—		—		—			—			(50	)		—			(50	)		(50	)
Common stock issued, net of costs		53,056		946,766			9,906		178,303		—			—			—			—			1,125,069
Warrants issued		—		77,261			—		—		(1,851	)		—			—			—			75,410
Common stock and warrants payable		—		—			—		—		349			—			—			—			349
Deferred stock-based compensation		—		—			—		—		—			543			—			—			543
Stock-based compensation		83		14,277			—		—		—			—			—			—			14,277
Balances at December 31, 2006		109,325		1,474,759			28,597		234,376		166			(116	)		6,990			(458,566	)		1,257,609			(276,731	)
Net loss		—		—			—		—		—			—			—			(727,466	)		(727,466	)		(727,466	)
Foreign currency translation adjustment		—		—			—		—		—			—			17,561			—			17,561			17,561
Unrealized loss on investments		—		—			—		—		—			—			(42,238	)		—			(42,238	)		(42,238	)
Reclassification adjustment for other-than- temporary impairment loss and realized loss on investments		—		—			—		—		—			—			35,020			—			35,020			35,020
Common stock issued from IPO, net		24,000		556,005			—		—		—			—						—			556,005
Common stock issued for spectrum		233		4,200			—		—		—			—			—			—			4,200
Warrants issued		—		17,194			—		—		(166	)		—			—			—			17,028
Options and warrants exercised		1,937		4,849			—		—		—			—			—			—			4,849
Cashless option exercises and other stock transactions		39		(618	)		—		—		—			—			—			—			(618	)
Deferred stock-based compensation		—					—		—		—			116			—			—			116
Restricted stock compensation		33		286																			286
Share-based compensation		—		41,480			—		—		—						—			—			41,480
Balances at December 31, 2007		135,567	$	2,098,155			28,597	$	234,376	$	—		$	—		$	17,333		$	(1,186,032	)	$	1,163,832		$	(717,123	)

See notes to consolidated financial statements.

5

CLEARWIRE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006			2005
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(727,466	)	$	(284,203	)	$	(139,950	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for uncollectible accounts		4,915			885			368
Depreciation and amortization		84,694			40,902			11,913
Amortization of prepaid license fees		37,884			6,273			2,914
Amortization of deferred financing costs and accretion of debt discount		20,707			19,754			5,279
Deferred income taxes		5,412			2,960			1,459
Share-based compensation		42,771			14,246			2,542
Minority interest		(4,244	)		(1,503	)		(387	)
Losses from equity investees, net		4,676			5,144			3,946
Loss on extinguishment of debt		159,193			—			—
Other-than-temporary impairment loss and realized loss on investments		35,020			—			—
Loss (gain) on other asset disposals		850			(1,915	)		841
Gain on sale of equity investment		(2,213	)		—			—
Gain on sale of business, net of cash		—			(19,793	)		—
Changes in assets and liabilities, net of effects from acquisitions:
Prepaid spectrum license fees		(235,479	)		(64,638	)		(25,040	)
Inventory		(914	)		(1,913	)		6,005
Accounts receivable		(5,387	)		(686	)		(4,306	)
Prepaids and other assets		(17,841	)		(10,687	)		(4,445	)
Accounts payable		11,198			389			14,027
Accrued expenses and other liabilities		64,619			61,447			35,309
Due to affiliate		(530	)		184			(7,130	)
Net cash used in operating activities		(522,135	)		(233,154	)		(96,655	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(361,861	)		(191,747	)		(132,724	)
Payments for acquisitions of spectrum licenses and other		(222,920	)		(67,665	)		(24,279	)
Purchases of available-for-sale investments		(1,294,484	)		(1,143,079	)		(368,160	)
Sales or maturities of available-for-sale investments		1,760,246			575,845			350,429
Investments in equity investees		(5,293	)		(2,161	)		(13,737	)
Issuance of notes receivable, related party		(2,000	)		(4,105	)		—
Restricted cash		(1,836	)		(1,830	)		(3,704	)
Restricted investments		85,670			(30,324	)		(55,346	)
Business acquisitions, net of cash acquired		(7,066	)		(49,576	)		(27,779	)
Proceeds from sale of business, net of cash		—			47,085			—
Proceeds from sale of equity investment and other assets		3,250			—			—
Net cash used in investing activities		(46,294	)		(867,557	)		(275,300	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock for IPO and other, net		556,005			1,030,683			139,609
Proceeds from issuance of common stock for option and warrant exercises		4,849			—			—
Proceeds from issuance of debt		1,250,000			495,350			260,346
Financing fees		(69,462	)		(21,820	)		(10,774	)
Principal payments on long-term debt		(748,821	)		—			—
Contributions from minority interests		15,000			—			—
Net cash provided by financing activities		1,007,571			1,504,213			389,181
Effect of foreign currency exchange rates on cash and cash equivalents		(420	)		5,340			(636	)
Net increase in cash and cash equivalents		438,722			408,842			16,590
CASH AND CASH EQUIVALENTS:
Beginning of period		438,030			29,188			12,598
End of period	$	876,752		$	438,030		$	29,188
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Common stock and warrants issued for spectrum licenses	$	21,379		$	63,891		$	22,137
Common stock and warrants issued for business acquisitions		15			32,013			428
Cash paid for taxes		15			21			—
Cash paid for interest		119,793			53,541			—
Notes receivable exchanged for spectrum licenses		—			—			10,000
Fixed asset purchases in accounts payable		17,449			3,327			11,044
Non-cash dividends to related party		1,465			2,384			34

See notes to consolidated financial statements.

6

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Description of Business

The Business

The consolidated financial statements include the accounts of Clearwire Corporation, a Delaware corporation, and its wholly-owned and majority-owned or controlled subsidiaries (collectively, the “Company” or “Clearwire”). Clearwire was formed on October 27, 2003 and is an international provider of wireless broadband services. Clearwire delivers high-speed wireless broadband services to individuals, small businesses, public safety organizations, and others in a growing number of markets through its advanced network. As of December 31, 2007, the Company offered its services in 46 markets throughout the United States and four markets internationally. Prior to August 29, 2006, Clearwire, through its wholly-owned subsidiary, NextNet Wireless, Inc. (“NextNet”), developed, manufactured, and sold equipment that enabled the deployment of broadband wireless networks. NextNet is currently the sole supplier of base station and customer premise equipment that Clearwire uses to provide its services. On August 29, 2006, Clearwire sold NextNet to Motorola, Inc. (“Motorola”). As part of the agreement with Motorola, the Company agreed to use Motorola as an exclusive supplier of certain infrastructure and subscriber equipment for a specified period of time, subject to Motorola continuing to satisfy certain requirements and other conditions. See Note 3, Significant Transactions, for additional information

On January 19, 2007, the Company’s Board of Directors approved a reverse stock split, which was approved by the Company’s stockholders on February 16, 2007. The reverse stock split became effective March 1, 2007. Upon the effectiveness of the reverse stock split, each three shares of Class A common stock were combined into one share of Class A common stock and each three shares of Class B common stock were combined into one share of Class B common stock. All share and per share amounts in the consolidated financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split.

Business Segments

The Company complies with the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), which establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. Operating segments can be aggregated for segment reporting purposes so long as certain aggregation criteria are met. The Company defines the chief operating decision makers as our Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer. As its business continues to mature, the Company assesses how it views and operates the business. As a result, in the fourth quarter of 2007 the Company changed how its chief operating decision makers assess the business and the Company is now organized into two reportable business segments: the United States and the International business. See Note 16, Business Segments, for additional discussion.

2.   Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation — The consolidated financial statements include all of the assets, liabilities and results of operations of the Company’s wholly-owned and majority-owned or controlled subsidiaries. Investments in entities that the Company does not control, but for which it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method. All intercompany transactions are eliminated in consolidation.

7

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making those estimates, actual results could materially differ.

Significant estimates inherent in the preparation of the accompanying financial statements include the application of purchase accounting including the valuation of acquired assets and liabilities, valuation of investments, the valuation of the Company’s common stock, the amortization period of prepaid spectrum license fees, allowance for doubtful accounts, depreciation and equity granted to third parties and employees.

Cash and Cash Equivalents — Cash and cash equivalents consist of time deposits and highly liquid short-term investments with original maturities of three months or less. Cash and cash equivalents exclude cash that is contractually restricted for operational purposes. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances, and management believes its credit risk related to these balances to be minimal.

Restricted Cash — Restricted cash is classified as a current or noncurrent asset based on its designated purpose. As of December 31, 2007, the Company had restricted cash of $12.7 million. The majority of this restricted cash related primarily to the Company’s outstanding letters of credit.

Investments — SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and Staff Accounting Bulletin (“SAB”) No. 59, Accounting for Non-current Marketable Equity Securities, provide guidance on determining when an investment is other-than-temporarily impaired. The Company classifies marketable debt and equity securities that are available for current operations as short-term available-for-sale investments, and these securities are stated at fair value. Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income (loss). Losses are recognized when a decline in fair value is determined to be other-than-temporary. Realized gains and losses are determined on the basis of the specific identification method. The Company reviews its short-term and long-term investments on an ongoing basis for indicators of other-than-temporary impairment, and this determination requires significant judgment.

The Company has an investment portfolio comprised of marketable debt and equity securities including commercial paper, corporate bonds, municipal bonds, auction rate securities and other securities. The value of these securities is subject to market volatility during the period the investments are held and until their sale or maturity. The Company recognizes realized losses when declines in the fair value of our investments below their cost basis are judged to be other-than-temporary. In determining whether a decline in fair value is other-than-temporary, the Company considers various factors including market price (when available), investment ratings, the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair value has been less than the cost basis, and the Company’s intent and ability to hold the investment until maturity or for a period of time sufficient to allow for any anticipated recovery in market value. The Company makes significant judgments in considering these factors. If it is judged that a decline in fair value is other-than-temporary, the investment is valued at the current estimated fair value and a realized loss equal to the decline is reflected in the consolidated statement of operations.

In determining fair value, the Company uses quoted prices in active markets where such prices are available, or models to estimate the fair value using various methods including the market, income and cost approaches. For investments where models are used to estimate fair value in the absence of quoted market prices, the Company often utilizes certain assumptions that market participants would use in pricing the investment, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs are readily observable, market corroborated, or unobservable Company inputs.

8

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company estimates the fair value of securities without quoted market prices using internally generated pricing models that require various inputs and assumptions. The Company believes that its pricing models, inputs and assumptions are what market participants would use in pricing the securities. The Company maximizes the use of observable inputs to the pricing models where quoted market prices from securities and derivatives exchanges are available and reliable. The Company typically receives external valuation information for U.S. Treasuries, other U.S. Government and Agency securities, as well as certain corporate debt securities, money market funds and certificates of deposit. The Company also uses certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and relies, to a certain extent, on management’s own assumptions about the assumptions that market participant would use in pricing the security. The Company’s internally generated pricing models may include its own data and require the Company to use its judgment in interpreting relevant market data, matters of uncertainty and matters that are inherently subjective in nature. The Company uses many factors that are necessary to estimate market values, including, interest rates, market risks, market spreads, and timing of cash flows, market liquidity, and review of underlying collateral and principal, interest and dividend payments. The use of different judgments and assumptions could result in different presentations of pricing and security prices could change significantly based on market conditions.

Restricted Investments — Restricted investments consist of U.S. government securities. At December 31, 2006 restricted investments represented securities held as collateral for the interest payments through November 15, 2007 related to the Company’s long-term debt. These securities are classified as held-to-maturity and are stated at amortized cost. Gross unrealized losses on these investments were $244,000 at December 31, 2006. There were no gross unrealized gains as of December 31, 2006. As a result of repayment of long-term debt, there is no remaining collateral requirement and no balance in restricted investments at December 31, 2007.

Fair Value of Financial Instruments — The Company has determined the estimated fair value of financial instruments using available market information and management judgment. Accordingly, these estimates are not necessarily indicative of the amounts that could be realized in a current market exchange. The carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued expenses and due to affiliates are reasonable estimates of their fair values based on the liquidity of these financial instruments and their short-term nature. The Company does not hold or issue any financial instruments for trading purposes. See Note 10, Long-Term Debt, for the fair value of long-term debt.

Accounts Receivable — Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. The Company specifically provides allowances for customers with known disputes or collectibility issues. The remaining reserve recorded in the allowance for doubtful accounts is the Company’s best estimate of the amount of probable losses in the remaining accounts receivable based upon an evaluation of the age of receivables and historical experience. The allowance for doubtful accounts was approximately $787,000 and $753,000 as of December 31, 2007 and 2006, respectively.

Inventory — Inventory primarily consists of finished goods and is stated at the lower of cost or net realizable value. Cost is determined under the first-in, first-out inventory method. The Company records inventory write-downs for obsolete and slow-moving items based on inventory turnover trends and historical experience.

Property, Plant and Equipment — Property, plant and equipment and improvements that extend the useful life of an asset are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The Company capitalizes costs of additions and improvements, including direct costs of constructing property, plant and equipment and interest costs related to construction. The estimated useful life of property, plant and equipment are determined based on historical usage of that or similar equipment, with consideration given to technological changes and industry trends that could impact the network architecture and asset utilization. Leasehold improvements are recorded at cost and amortized over the lesser of their estimated useful lives or the related lease term. Maintenance and repairs are expensed as incurred.

9

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Internally Developed Software — Clearwire capitalizes costs related to computer software developed or obtained for internal use in accordance with Statement of Position (“SOP”) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Software obtained for internal use has generally been enterprise-level business and finance software customized to meet specific operational needs. Costs incurred in the application development phase are capitalized and amortized over the useful life of the software, which is generally three years. Costs recognized in the preliminary project phase and the post-implementation phase are expensed as incurred.

Intangible Assets — Intangible assets consist primarily of Federal Communications Commission (“FCC”) spectrum licenses and other intangible assets related to Clearwire’s acquisition of NextNet in March 2004, which was subsequently disposed in August 2006, and Banda Ancha S.A. (“BASA”) in December 2005 and February 2006. As further described in Note 7, Spectrum Licenses, Goodwill and Other Intangible Assets, the Company accounts for its spectrum licenses and other intangible assets in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142). In accordance with SFAS No. 142, intangible assets with indefinite useful lives are not amortized but must be assessed for impairment annually or more frequently if an event indicates that the asset might be impaired. The Company performed its annual impairment test of indefinite lived intangible assets on October 1, 2007 and concluded that there was no impairment of these intangible assets.

Goodwill — Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired from Clearwire’s acquisitions. In accordance with SFAS No. 142, the Company completes a two-step process to determine the amount of goodwill impairment. The first step involves comparison of the fair value of the reporting unit to its carrying value to determine if any impairment exists. If the fair value of the reporting unit is less than the carrying value, goodwill is considered to be impaired and the second step is performed. The second step involves comparison of the implied fair value of goodwill to its carrying value. The implied fair value of goodwill is determined by allocating fair value to the various assets and liabilities within the reporting unit in the same manner goodwill is recognized in a business combination. In calculating an impairment charge, the fair value of the impaired reporting units are estimated using a discounted cash flow valuation methodology or by reference to recent comparable transactions. In making this assessment, the Company relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. There are inherent uncertainties related to these factors and judgment in applying these factors to the goodwill impairment test. The Company performed its annual impairment tests of goodwill as of October 1, 2007, and concluded that there was no impairment of goodwill.

Long-Lived Assets — Long-lived assets to be held and used, including property, plant and equipment and intangible assets with definite useful lives, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss, if any, is recognized for the difference between the fair value and carrying value of the assets. Impairment analyses, when performed, are based on the Company’s business and technology strategy, management’s views of growth rates for its business, anticipated future economic and regulatory conditions and expected technological availability. For purposes of recognition and measurement, the Company groups its long-lived assets at the lowest level for which there are identifiable cash flows which are largely independent of other assets and liabilities.

Deferred Financing Costs — Deferred financing costs consists primarily of investment banking fees, legal, accounting and printing costs associated with the issuance of the Company’s long-term debt. Deferred financing fees are amortized over the life of the corresponding debt facility. In relation to the issuances of the long-term debt discussed in Note 10, Long-Term Debt, the Company incurred $30.2 million of deferred financing costs in 2007 for its $1.25 billion senior term loan facility entered into during 2007 and an additional $39.3 million related to the repayment of its $125.0 million term loan and the retirement of its $620.7 million senior secured notes due 2010, compared to $21.8 million in 2006. For the years ended December 31, 2007 and 2006, $6.7 million and $3.9 million,

10

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

respectively of total deferred financing costs were amortized using the effective interest method and included in interest expense, net.

Interest Capitalization — The Company follows the provisions of SFAS No. 34, Capitalization of Interest Cost (“SFAS No. 34”), with respect to its FCC licenses and the related construction of its network infrastructure assets. Capitalization commences with pre-construction period administrative and technical activities, which includes obtaining leases, zoning approvals and building permits, and ceases when the construction is substantially complete and available for use (generally when a market is launched). Interest is capitalized on property, plant and equipment, improvements under construction, and FCC spectrum licenses accounted for as intangible assets with indefinite useful lives. Interest capitalization is based on rates applicable to borrowings outstanding during the period and the weighted average balance of qualified assets under construction during the period. Capitalized interest is reported as a cost of the network assets and amortized over the useful life of those assets.

Comprehensive Loss — Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net loss. The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments from its subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses on marketable securities categorized as available-for-sale.

Income Taxes — The Company accounts for income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which requires that deferred income taxes be determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities using the tax rates expected to be in effect when the temporary differences reverse. Valuation allowances, if any, are recorded to reduce deferred tax assets to the amount considered more likely than not to be realized. We also apply FASB Interpretation Number 48 (“FIN 48”) which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements.

Revenue Recognition — The Company primarily earns service revenue by providing access to its high-speed wireless network. Also included in service revenue are equipment rentals and optional services, including personal and business email and static Internet Protocol. Service revenue from customers are billed in advance and recognized ratably over the service period. Revenues associated with the shipment of customer premise equipment (“CPE”) and other equipment to customers are recognized when title and risk of loss transferred to the customer. Shipping and handling costs billed to customers are recorded to service revenue.

The Company recognizes revenues in accordance with SAB 104, Revenue Recognition, and Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 addresses how to account for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting based on the deliverables relative fair value if the deliverables in the arrangement meet certain criteria. Activation fees charged to the customer are deferred and recognized as service revenues on a straight-line basis over the average expected life of the customer relationship of 3.5 years.

Revenue is deferred for any undelivered elements and revenue is recognized when the product is delivered or over the period in which the service is performed. If the Company cannot objectively determine the fair value of any undelivered element included in the bundled product and software maintenance arrangements, revenue is deferred until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

Through August 2006, the Company earned equipment revenue primarily from sales of CPE and related infrastructure, system services and software maintenance contracts by the Company’s formerly wholly-owned subsidiary, NextNet (See Note 3, Significant Transactions). In arrangements that included multiple elements,

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including software, such as the sale of a NextNet base station with a software maintenance contract, the Company applied the accounting guidance in accordance with SOP No. 97-2, Software Revenue Recognition. Revenue was allocated to each element of the transaction based upon its fair value as determined by vendor specific objective evidence (“VSOE”). VSOE of fair value for all elements of an arrangement was based upon the normal pricing and discounting practices for those products and services when sold separately.

Software maintenance services included technical support and the right to receive unspecified upgrades and enhancements on a when-and-if available basis. Fees for software maintenance services were typically billed annually in advance of performance of the services with provisions for subsequent annual renewals. The related revenues were deferred and recognized ratably over the respective maintenance terms, which typically were one to two years.

Product Warranty — NextNet, a wholly-owned subsidiary until sold in August 2006, sold base station equipment and CPE to third parties. NextNet generally warranted new technology equipment sold to the purchaser to be free from defects in material and workmanship for two years for system infrastructure and one year for CPE. A warranty provision was made for estimated product repair at the time of the sale based upon the Company’s historical trends. In connection with the sale of NextNet to Motorola, the Company retained responsibility for a portion of the warranty costs on equipment sold during the period that NextNet was a wholly-owned subsidiary of the Company, and therefore, maintained a liability related to this obligation through August 2007. Information about warranty cost and warranty liability is as follows (in thousands):

Balance — January 1, 2006	$	234
Provision		1,636
Costs incurred		(522	)
Liability transferred upon sale of NextNet		(338	)
Balance — December 31, 2006		1,010
Provision		—
Costs incurred		(408	)
Write-off of remaining liability transferred upon sale of NextNet		(602	)
Balance — December 31, 2007	$	—

Advertising Costs — Advertising costs are expensed as incurred. Advertising expense was $49.2 million, $38.4 million and $13.8 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Research and Development — Research and development costs are expensed as incurred.

Net Loss per Share — The Company calculates net loss per share in accordance with SFAS No. 128, Earnings Per Share (“SFAS No. 128”).  Under the provisions of SFAS No. 128, basic net loss per common share is computed by dividing income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing income or loss available to common stockholders by the weighted-average number of common and dilutive common stock equivalents outstanding during the period. Common stock equivalents typically consist of the common stock issuable upon the exercise of outstanding stock options, warrants and restricted stock using the treasury stock method. The effects of potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share if their effect is antidilutive.

Accounting Change:  Share-Based Compensation — On January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values.

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As the Company was considered a nonpublic entity at the date of adoption and used the minimum value method for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”), the Company is required to apply the prospective transition method and has estimated the fair value of options granted on or after January 1, 2006 using the Black-Scholes option pricing model. The Company has applied the provisions of SFAS No. 123(R) to employee stock options granted, modified, repurchased, cancelled or settled on or after January 1, 2006. The estimate of compensation expense requires complex and subjective assumptions, including the Company’s stock price volatility, employee exercise patterns (expected life of the options), future forfeitures, and related tax effects.

Prior to the adoption of SFAS No. 123(R), the Company accounted for share-based compensation expense in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and related Interpretations, as permitted by SFAS No. 123.

Total share-based compensation expense recorded during the year ended December 31, 2007 was $42.8 million compared to $14.2 million during December 31, 2006. Of these amounts, $42.7 million and $12.5 million for the years ended December 31, 2007 and 2006, respectively, related to option grants recorded under SFAS No. 123(R) and $113,000 and $1.7 million under APB No. 25 for grants before January 1, 2006 for which the requisite service was not fully satisfied as of January 1, 2006.

Operating Leases — The Company has operating leases for certain facilities, equipment and spectrum licenses for use in its operations. Certain of the Company’s spectrum licenses are leased from third-party holders of Educational Broadband Service (“EBS”) spectrum licenses granted by the Federal Communications Commission (“FCC”). EBS licenses authorize the provision of certain communications services on the EBS channels in certain markets throughout the United States. The Company accounts for these spectrum leases as executory contracts which are similar to operating leases. Leases that are pending FCC approval are not amortized until final approval is received and are included in prepaid spectrum license fees in the accompanying consolidated balance sheets. The Company accounts for its leases in accordance with SFAS No. 13, Accounting for Leases, and Financial Accounting Standards Board (“FASB”) Technical Bulletin 85-3, Accounting for Operating Leases with Scheduled Rent Increases (as amended). For leases containing scheduled rent escalation clauses the Company records minimum rental payments on a straight-line basis over the terms of the leases, including the renewal periods as appropriate. For leases containing tenant improvement allowances and rent incentives, the Company records deferred rent, which is a liability, and that deferred rent is amortized over the term of the lease, including the renewal periods as appropriate, as a reduction to rent expense.

Foreign Currency — The Company’s international subsidiaries generally use their local currency as their functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive (loss) income. Income and expense accounts are translated at the average monthly exchange rates. The effects of changes in exchange rates between the designated functional currency and the currency in which a transaction is denominated are recorded as foreign currency transaction gains (losses) and recorded in the consolidated statement of operations.

Concentration of Risk — The Company believes that the geographic diversity of its customer base and retail nature of its product minimizes the risk of incurring material losses due to concentrations of credit risk.

NextNet, the Company’s previously wholly-owned subsidiary, purchased by Motorola on August 29, 2006, is currently the sole supplier of the base stations and CPE the Company uses to provide services to its customers. If NextNet is unable to continue to develop or provide the equipment on a timely cost-effective basis, the Company may not be able to adequately service existing customers or add new customers and offer competitive pricing.

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Recent Accounting Pronouncements

SFAS No. 141(R) — In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). In SFAS No. 141(R), the FASB retained the fundamental requirements of SFAS No. 141 to account for all business combinations using the acquisition method (formerly the purchase method) and for an acquiring entity to be identified in all business combinations. However, the new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires transaction costs to be expensed as incurred; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for annual periods beginning on or after December 15, 2008. Accordingly, any business combinations will be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects that SFAS No. 141(R) will have an impact on its consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions consummated after the effective date.

SFAS No. 160 — In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS No. 160”). SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, and requires all entities to report noncontrolling (minority) interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent shareholders’ equity. SFAS No. 160 also requires any acquisitions or dispositions of noncontrolling interests that do not result in a change of control to be accounted for as equity transactions. Further, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 is effective for annual periods beginning on or after December 15, 2008. The Company is currently evaluating whether the adoption of SFAS No. 160 will have a material impact on its consolidated financial statements.

SFAS No. 159 — In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (“fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company does not believe the adoption of this pronouncement will have a material impact on its consolidated financial statements.

SFAS No. 157 — In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008, the effective date of SFAS No. 157 was delayed for one year by Final FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company is currently evaluating the impact of this pronouncement on its financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.   Significant Transactions

Acquisitions

During the year ended December 31, 2007, the Company acquired 100% of the interests of RiverCity Software Solutions, LLC and RiverCity IntraISP, LLC from RiverCity Internet Group, for an aggregate purchase price of $7.6 million, net of cash acquired of $361,000, comprised of $7.4 million in cash, of which $500,000 is remaining to be paid, and $178,000 of transaction related costs. RiverCity Software Solutions, LLC and RiverCity IntraISP, LLC specialize in providing billing, online support services and customer relationship management software solutions to the communications and services industry.

For the year ended December 31, 2006, the Company purchased various companies through both asset and share purchase agreements. The total aggregate purchase price was approximately $81.6 million comprised of $49.1 million in cash, common stock valued at $32.0 million and $520,000 of transaction related costs. The assets purchased were primarily spectrum licenses and other minor assets and liabilities and included the assumption of spectrum and tower lease agreements.

Purchase transactions are subject to purchase price allocation adjustments due to contingency resolution and final determination of fair values for up to one year after close. Although the total amount ultimately settled and paid could change, the Company does not believe that any change would be material to its consolidated financial statements or results of operations. The Company accounts for its acquisitions using the purchase method in accordance with SFAS No. 141, Business Combinations. Pro-forma information is not included for acquisitions completed in 2007 and 2006 as they were not material to the consolidated financial statements of the Company.

The total aggregate consideration and purchase price allocation for all of the Company’s acquisitions, for the years ended December 31, 2007 and 2006, are as follows (in thousands):

	Year Ended December 31,
	2007			2006
Purchase Consideration
Cash paid, net of cash acquired	$	6,888		$	49,056
Common stock and warrants issued and payable		—			32,013
Purchase price payable		500			—
Transaction-related costs		178			520
	$	7,566		$	81,589
Purchase Price Allocation
Current and noncurrent assets	$	323		$	6,078
Prepaid spectrum license fees		—			19,288
Spectrum and intangible assets		8,300			47,395
Goodwill		1,158			20,723
Current and other long-term liabilities		(2,215	)		(11,895	)
Net assets acquired	$	7,566		$	81,589

Dispositions

NextNet — On June 30, 2006 Clearwire and Motorola executed a Stock Purchase Agreement in which Motorola agreed to purchase 100% of the outstanding NextNet stock for a purchase price of $50.0 million in cash. The sale of NextNet resulted in a gain of $19.8 million, comprised of aggregate proceeds from the sale of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$47.1 million less the book value of net assets sold of $26.1 million and transaction related costs of $1.2 million, which consists of legal fees and employee related termination costs. The transaction closed on August 29, 2006.

The carrying value of the assets and liabilities sold during 2006 are as follows (in thousands):

Inventory	$	8,895
Property, plant and equipment		4,620
Other current and long-term assets		8,387
Intangible assets		5,211
Goodwill		9,352
Total assets		36,465
Current liabilities		9,888
Other long-term liabilities		490
Total liabilities		10,378
Net assets disposed	$	26,087

In connection with the sale of NextNet, Clearwire and Motorola also entered into agreements for the purchase of certain infrastructure and supply inventory from NextNet (“Supply Agreement”). These agreements cover a number of topics, including, but not limited to, certain technology development projects and future Clearwire purchase commitments and a maximum Motorola pricing schedule for network equipment from NextNet. The aggregate price paid by Clearwire in any calendar year will be no less favorable than the aggregate price paid by other customers contemporaneously buying similar or lesser aggregate purchases. Clearwire is committed to purchase no less than $150.0 million of equipment products from Motorola in the first two years after the effective date of the Supply Agreement. Clearwire is also committed to purchase no less than 25.0% of its Worldwide Interoperability for Microwave Access (“WiMAX”) subscriber handsets from Motorola as long as the capabilities and costs of the handsets (and the availability of such handsets) are equal for a given product in similar quantities or service offered by Motorola and another supplier or suppliers. These commitments are effective for an initial term of eight years and will be automatically renewed for consecutive one year terms unless either party notifies the other party in writing of its intent to terminate the agreements at least one hundred and twenty days prior to the expiration of the initial term or any renewal thereof. Clearwire has also committed to use Motorola as its 100.0% exclusive supplier for specified Wireless Broad Band Infrastructure products until the fifth anniversary date of the agreement. After the fifth anniversary date the commitment is reduced to 51.0% until the term ends on August 29, 2014. For the period from the effective date of the agreement of August 29, 2006, through December 31, 2007, total purchases from Motorola under these agreements were $98.4 million. The remaining commitment was $51.6 million at December 31, 2007.

Due to Clearwire’s continuing involvement in NextNet through the various agreements described above, the sale of NextNet was not classified as discontinued operations in the financial statements as it did not meet the discontinued operations criteria specified in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and EITF Issue No. 03-13, Applying the Conditions in Paragraph 42 of SFAS No. 144 in Determining whether to report Discontinued Operations.

Financing

In an effort to simply its capital structure, access incremental borrowing availability, and extend debt maturities, on July 3, 2007, the Company entered into a senior term loan facility providing for loans of up to $1.0 billion. The Company borrowed $379.3 million under the senior term loan facility on the date of closing and repaid obligations under its existing $125.0 million term loan and fees and costs attributable to the senior term loan facility. The remainder is being used for capital expenditures, working capital and general corporate purposes. On

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

August 15, 2007, the Company borrowed the remaining amount of approximately $620.7 million under the senior term loan facility, and fully retired the senior secured notes, originally due 2010, for a price of 102.5% of the aggregate principal amount outstanding of approximately $620.7 million plus accrued and unpaid interest to the date of redemption and the remaining portion of the interest escrow. The $1.0 billion senior secured term loan facility provides for quarterly amortization payments aggregating an annual amount equal to 1.00% of the original principal amount of the term loans prior to the maturity date, with the remaining balance due on July 3, 2012. In general, borrowings under the senior term loan facility bear interest based, at the Company’s option, at either the Eurodollar rate or an alternate base rate, in each case plus a margin. The rate of interest for borrowings under the new senior term loan facility is the Eurodollar rate plus 6.00% or the alternate base rate plus 5.00%, with interest payable quarterly with respect to alternate base rate loans, and with respect to Eurodollar loans, interest is payable in arrears at the end of each applicable period, but at least every three months. The weighted average rate under this facility was 11.06% at December 31, 2007. See Note 10, Long-Term Debt, for additional discussion.

On November 2, 2007, the Company entered into an Incremental Facility Amendment (the “Amendment”) with Morgan Stanley Senior Funding, Inc, as administrative agent, term lender and co-lead arranger, Wachovia Bank N.A. as term lender, and Wachovia Capital Markets, LLC, as co-lead arranger, which amended the Credit Agreement dated July 3, 2007 (the “Credit Agreement”) to provide an additional $250.0 million in term loans. This additional funding, which closed on the same date, increases the size of the Company’s senior secured term loan facility to $1.25 billion. The Company will use the additional proceeds to further support its expansion plans and for general corporate purposes. The material terms of the incremental term loans are the same as the terms of the loans under the original senior secured term loan facility.

In connection with the repayment of the $125.0 million term loan and the retirement of the $620.7 million senior secured notes due 2010, the Company recorded a $159.2 million loss on extinguishment of debt, which was primarily due to the write-off of the unamortized portion of the proceeds allocated to the warrants originally issued in connection with the senior secured notes and the related deferred financing costs. In connection with the $1.0 billion senior term loan facility, the Company recorded deferred financing cost of $27.7 million which is being amortized over the five year term of the loan. In connection with the Amendment, the Company recorded additional deferred financing costs of $2.5 million which are being amortized over the remaining term of the loan.

The senior term loan facility contains financial, affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants in the new senior secured term loan facility include, among other things, limitations (each of which shall be subject to standard and customary and other exceptions for financings of this type) on its ability to: declare dividends and make other distributions, redeem or repurchase its capital stock, prepay, redeem or repurchase certain subordinated indebtedness, make loans or investments (including acquisitions), incur additional indebtedness, grant liens, enter into sale-leaseback transactions, modify the terms of subordinated debt or certain other material agreements, change its fiscal year, restrict dividends from our subsidiaries or restrict liens, enter into new lines of business, recapitalize, merge, consolidate or enter into certain acquisitions, sell our assets, and enter into transactions with its affiliates.

Other Agreements

BellSouth — On May 29, 2007, the Company closed an agreement with BellSouth Corporation to acquire for an aggregate price of $300.0 million all interests in SFT Spectrum, LLC and BWC Spectrum, LLC, which collectively held all of AT&T Inc.’s leases and licenses for 2.5 GHz spectrum. These entities were wholly-owned subsidiaries of BellSouth Corporation, which is wholly-owned by AT&T, Inc. as a result of a merger that closed in December 2006. Based on the terms of the agreement, the acquisition was treated as a purchase of assets under EITF Issue No. 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business. The Company finalized the allocation estimates during the third quarter and recorded $196.8 million as purchased spectrum rights and $103.2 million as leased spectrum based on the fair values of the owned and leased spectrum.

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Subscription Agreement — Clearwire and Motorola signed a Subscription Agreement on June 30, 2006, under which Motorola agreed to purchase 16,666,666 shares of Clearwire’s Class A common stock at $18.00 per share for a purchase price of $300.0 million. The agreement with Motorola includes certain limited anti-dilution features. The transaction closed on August 29, 2006.

Common Stock Purchase Agreement — Clearwire and Intel Capital Corporation (“Intel Capital”), a Delaware corporation and wholly owned subsidiary of Intel Corporation (“Intel”), signed a Common Stock Purchase Agreement on June 28, 2006, under which Intel Capital agreed to purchase a total of 33,333,333 shares of Clearwire’s Class A and Class B common stock, 23,427,601 shares and 9,905,732 shares, respectively, at $18.00 per share for a total purchase price of $600.0 million. The agreement includes certain limited anti-dilution features which would terminate upon the closing of the Company’s initial public offering. The transaction closed on August 29, 2006.

Concurrently with the Common Stock Purchase Agreement, Clearwire and Intel entered into a mobile WiMAX network Collaboration Agreement (“Collaboration Agreement”). Under the Collaboration Agreement, Clearwire agreed to use commercially reasonable efforts to develop and deploy a mobile WiMAX network in the United States, and Intel agreed to use commercially reasonable efforts to cause certain WiMAX capable end user devices to be compatible for use on Clearwire’s network.

Preemptive Rights Exercises — In August 2006, in connection with the exercise of preemptive rights triggered by the sale of common stock to Intel and Motorola described above, Clearwire entered into subscription agreements with the holders of its outstanding stock of the sale of an aggregate of 8,603,116 shares of Clearwire’s Class A Common Stock at $18.00 per share for an aggregate purchase price of $154.9 million. The agreements include certain limited anti-dilution features. The transactions closed in August and October of 2006.

Agreements with Bell Canada — In March 2005, Bell Canada (“Bell”), a Canadian telecommunications company which is a subsidiary of BCE Inc. (“BCE”), purchased 8,333,333 shares of Clearwire’s Class A common stock for $100.0 million. At the time of Bell’s investment in Clearwire, Bell, Clearwire and Eagle River Holdings, LLC (“ERH”) also entered into a separate agreement and Bell and BCE Nexxia Corporation (“BCE Nexxia”), an affiliate of Bell, entered into a Master Supply Agreement (“Master Supply Agreement”) dated March 16, 2005 with Clearwire.

Under the Master Supply Agreement, Bell and BCE Nexxia provide or arrange for the provision of hardware, software, procurement services, management services and other components necessary for Clearwire to provide Voice over Internet Protocol (“VoIP”) services to their subscribers in the United States and provide day-to-day management and operation of the components and services necessary for Clearwire to provide these VoIP services. Clearwire has agreed to use Bell Canada and BCE Nexxia exclusively to provide such service unless such agreement violates the rights of third parties under its existing agreements. Bell and BCE Nexxia are Clearwire’s and its affiliates’ preferred providers of these services and applications in markets beyond the United States, to the extent permitted under its existing agreements. In addition to these services, the Master Supply Agreement grants Bell and BCE Nexxia certain rights with respect to future service offerings by Clearwire and its affiliates. Under the Master Supply Agreement, BCE Nexxia and Bell will be compensated by Clearwire either in shares of Clearwire’s Class A common stock or cash. Total fees paid for new subscribers under the Master Supply Agreement were $112,000, $0 and $0 for the years ended December 31, 2007, 2006 and 2005, respectively. Amounts paid for supplies, equipment and other services purchased through Bell Canada or BCE were $6.0 million, $7.5 million and $15.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Master Supply Agreement can be terminated for convenience on twelve months notice by either party at any time beginning on or after October 1, 2007. On October 29, 2007, the Company delivered a notice of termination of the Master Supply Agreement to BCE Nexxia and the agreement should terminate on October 29, 2008, unless it is extended by the parties.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2004, the Company entered into two agreements with ITFS Spectrum Advisors, LLC (“ISA”) and ITFS Spectrum Consultants LLS (“ISC”). The agreements provided for payment to ISA and ISC in the form of warrants to purchase additional shares of Class A common stock in exchange for ISA and ISC providing opportunities for Clearwire to purchase or lease additional spectrum. Each of the agreements specifies a maximum consideration available under the agreement and, in 2005, the maximum consideration under the agreement with ISA was reached.

For the years ended December 31, 2007 and 2006, ISC earned approximately $181,000 and $400,000, respectively. During 2007 and 2006, $181,000 and $65,000 was paid in cash, respectively, and warrants to purchase 7,138 and 18,973 shares of Class A common stock, valued at $116,000 and $196,000, were issued, respectively. The maximum consideration under the agreement with ISC was reached in 2007. As of December 31, 2007, there was no payable remaining related to these agreements.

4.   Investments in Equity Investees

The Company’s ownership interests in equity investees, accounted for under the equity method, are as follows:

	December 31,
	2007			2006			2005
Danske Telecom A/S (“Danske”)		38.2	%		38.2	%		38.2	%
MVS Net S.A. de C.V. (“MVS Net”)		29.2	%		26.7	%		26.7	%

Denmark — Danske, a public limited company in Denmark is a telecommunications services provider holding spectrum licenses covering most of the major markets in Denmark. Danske offers wireless broadband Internet services to consumers and businesses in multiple markets in Denmark over a network deploying NextNet equipment. Clearwire acquired an equity interest in Danske in 2005 and has invested a total of $12.2 million through December 31, 2007. Revenues and related cost of goods and services sold to Danske by NextNet through August 29, 2006 have been eliminated. Clearwire’s investment in Danske has been reduced by $6.1 million for its proportionate share of losses since inception, of which approximately $2.6 million, $3.3 million and $288,000 was incurred during the years ended December 31, 2007, 2006 and 2005, respectively. Total assets and total liabilities of Danske at December 31, 2007 were $27.5 million and $20.4 million. Total assets and total liabilities of Danske at December 31, 2006 were $36.8 million and $19.0 million.

Mexico — MVS Net, S.A. de C.V. (“MVS Net”) is a Mexican telecommunications company in which Clearwire acquired an equity interest in 2004 and has invested a total of $30.3 million through December 31, 2007. Revenues and related costs of goods and services sold to MVS Net by NextNet through August 29, 2006 have been eliminated. Clearwire’s investment in MVS Net has been reduced by $8.7 million for its proportionate share of losses since inception, of which approximately $2.2 million, $1.9 million, and $3.7 million was incurred during the years ended December 31, 2007, 2006 and 2005, respectively. Total assets and total liabilities of MVS Net at December 31, 2007 were $25.2 million and $16.7 million. Total assets and total liabilities of MVS Net at December 31, 2006 were $28.1 million and $16.7 million.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.   Investments

Investments as of December 31, 2007 and 2006 consist of the following (in thousands):

	December 31, 2007									December 31, 2006
	Gross Unrealized									Gross Unrealized
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
Short-term
Commercial paper	$	7,500	$	—	$	—		$	7,500	$	90,232	$	—	$	—		$	90,232
Corporate bonds		7,970		15		—			7,985		226,316		15		(85	)		226,246
US Government and Agency Issues		51,544		3		(20	)		51,527		64,270		21		(26	)		64,265
Municipal bonds		—		—		—			—		91,975		—		—			91,975
Auction rate securities		—		—		—			—		116,575		—		—			116,575
Other securities		—		—		—			—		74,351		—		—			74,351
Total	$	67,014	$	18	$	(20	)	$	67,012	$	663,719	$	36	$	(111	)	$	663,644
Long-term
Auction rate securities		95,922		—		(7,290	)		88,632		—		—		—			—
Total	$	95,922	$	—	$	(7,290	)	$	88,632	$	—	$	—	$	—		$	—

Marketable debt and equity securities that are available for current operations are classified as short-term available-for-sale investments, and are stated at fair value. Auction rate securities without readily determinable market values are classified as long-term available-for-sale investments and are stated at fair value. Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income (loss). Realized losses are recognized when a decline in fair value is determined to be other-than-temporary. Realized gains and losses are determined on the basis of the specific identification method. Gross realized losses were $5.8 million for 2007, and there were no significant realized losses in 2006 or 2005. There were no significant gains in 2007, 2006, or 2005.

The cost and fair value of investments at December 31, 2007, by contractual years-to-maturity, are presented below (in thousands):

	Cost		Fair Value
Due within one year	$	67,014	$	67,012
Due ten years or greater		41,280		33,990
No contractual maturites		54,642		54,642
Total	$	162,936	$	155,644

The following table summarizes investments that have unrealized losses as of December 31, 2007 (in thousands):

	Less Than					Greater Than
	12 Months					12 Months				Total
			Gross					Gross				Gross
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
US Government and Agency Issues	$	49,328	$	(20	)	$	—	$	—	$	49,328	$	(20	)
Auction rate securities		29,160		(7,290	)		—		—		29,160		(7,290	)
	$	78,488	$	(7,310	)	$	—	$	—	$	78,488	$	(7,310	)

20

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2007, the Company held available for sale short-term and long-term investments with a total fair value of $155.6 million and a cost of $162.9 million. During the year ended December 31, 2007, the Company incurred other-than-temporary impairment losses and realized losses of $35.0 million related to a decline in the estimated fair values of a number of short-term and long-term investment securities. Included in the Company’s investments were auction rate securities with a fair value of $88.6 million and a cost of $95.9 million. Auction rate securities are variable rate debt instruments whose interest rates are reset approximately every 30 or 90 days through an auction process. The auction rate securities are classified as available for sale and are recorded at fair value.

Beginning in August 2007, the auctions failed to attract buyers and sell orders could not be filled. Due to current market conditions, the Company is unable to estimate when the auctions will resume. When an auction fails, the security resets to a maximum rate as determined in the security documents. These rates vary from LIBOR + 84 basis points to LIBOR + 100 basis points. While the Company continues to earn interest on these investments at the maximum contractual rate, until the auctions resume, the investments are not liquid and it may not have access to these funds until a future auction on these investments is successful. At December 31, 2007, the estimated fair value of these auction rate securities no longer approximates cost and the Company recorded other-than-temporary impairment losses and realized losses on its auction rate securities of $32.3 million for the year ended December 31, 2007. For certain other auction rate securities, the Company recorded an unrealized loss of $7.3 million in other comprehensive income reflecting the decline in the estimated fair value of these securities. The Company considers these declines in fair value to be temporary given its consideration of the collateral underlying these securities and its conclusion that the declines are related to changes in interest rates rather than any credit concerns related to the underlying assets. Additionally, the Company has the intent and ability to hold the investments until maturity or for a period of time sufficient to allow for any anticipated recovery in market value.

In addition to the above mentioned securities, the Company holds one commercial paper security issued by a structured investment vehicle that was placed in receivership in September 2007 for which an insolvency event was declared by the receiver in October 2007. The Issuer invests in residential and commercial mortgages and other structured credits including sub-prime mortgages. At December 31, 2007, the estimated fair value of this security was $7.5 million based on the Company’s internally generated pricing models. During 2007 the Company recognized losses of $2.5 million related to this commercial paper security. A restructuring plan for this security is expected by mid 2008.

The Company estimated the fair value of these securities using internally generated pricing models that require various inputs and assumptions and the Company also uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the investment, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs are readily observable, market corroborated, or unobservable. The Company maximizes the use of observable inputs to the pricing models where quoted market prices from securities and derivatives exchanges are available and reliable. The Company typically receives external valuation information for U.S. Treasuries, other U.S. Government and Agency securities, as well as certain corporate debt securities, money market funds and certificates of deposit. The Company also uses certain unobservable inputs that cannot be validated by reference to a readily observable market or exchange data and relies, to a certain extent, on management’s own assumptions about the assumptions that market participant would use in pricing the security. In these instances, fair value is determined by analysis of historical and forecasted cash flows, default probabilities and recovery rates, time value of money and discount rates considered appropriate given the level of risk in the security and associated investor yield requirements. Extrapolation or other methods are applied to observable market or other data to estimate assumptions that are not observable. The internally derived values are compared to values received from brokers for reasonableness. The Company’s internally generated pricing models may include its own data and require us to use judgment in interpreting relevant market data, matters of uncertainty and matters that are inherently subjective in nature. The use of different judgments and assumptions could result in different presentations of pricing and security prices could change significantly based on market conditions.

21

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s investments in auction rate securities represent interests in collateralized debt obligations supported by preferred equity securities of small to medium sized insurance companies and financial institutions and asset backed capital commitment securities supported by high grade, short term commercial paper and a put option from a monoline insurance company. These auction rate securities were rated AAA/Aaa or AA/Aa by Standard & Poors and Moody’s rating services at the time of purchase and their ratings have not changed as of December 31, 2007. With regards to the asset backed capital commitment securities, both rating agencies have placed the issuer’s ratings under review for possible downgrade.

As issuers and counterparties to the Company’s investments announce financial results in the coming quarters, it is possible that the Company may record additional losses and realize losses that are currently unrealized. The Company will continue to monitor its investments for substantive changes in relevant market conditions, substantive changes in the financial condition and performance of the investments’ issuers and other substantive changes in these investments.

The stated maturity of these securities is longer than 10 years; however, because we considered them to be highly liquid and available for operations, our convention was to use the next auction date, which occurs every 30 to 90 days, as the effective maturity date and these securities were recorded as short-term investments. Current market conditions do not allow the Company to estimate when the auctions for its auction rate securities will resume. As a result, during 2007 the Company reclassified its auction rate securities from short-term investments to long-term investments.

6.   Property, Plant and Equipment

Property, plant and equipment as of December 31, 2007 and 2006 consisted of the following (in thousands):

	December 31,
	2007			2006
Network and base station equipment	$	305,635		$	161,875
Customer premise equipment		89,120			47,700
Furniture, fixtures and equipment		55,548			20,546
Leasehold improvements		13,488			8,340
Construction in progress		233,120			112,669
		696,911			351,130
Less: accumulated depreciation		(124,582	)		(48,332	)
	$	572,329		$	302,798

The Company follows the provisions of SFAS No. 34 with respect to its owned FCC licenses and the related construction of its network infrastructure assets. Capitalization commences with pre-construction period administrative and technical activities, which includes obtaining leases, zoning approvals and building permits, and ceases when the construction is substantially complete and available for use generally when a market is launched.

Interest capitalized for the years ended December 31, 2007 and 2006 was $29.0 million and $16.6 million, respectively. Depreciation expense for the years ended December 31, 2007, 2006 and 2005 was $80.3 million, $38.5 million and $10.9 million, respectively.

22

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   Spectrum Licenses, Goodwill, and Other Intangible Assets

Spectrum licenses, goodwill, and other intangible assets as of December 31, 2007 and 2006 consisted of the following (in thousands):

	December 31, 2007									December 31, 2006
			Gross							Gross
	Weighted		Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Average Life		Value		Amortization			Value		Value		Amortization			Value
Goodwill		Indefinite	$	35,666	$	—		$	35,666	$	30,908	$	—		$	30,908
Indefinite-lived intangibles:
Spectrum licenses		Indefinite		397,972		—			397,972		157,260		—			157,260
Trade names and trademarks		Indefinite		120		—			120		34		—			34
Total indefinite-lived intangibles				398,092		—			398,092		157,294		—			157,294
Definite-lived intangibles:
Existing technology		5 years		3,713		(371	)		3,342		—		—			—
Customer relationships		5 years		5,169		(691	)		4,478		335		(74	)		261
Patents and other		12 years		1,466		(396	)		1,070		1,427		(193	)		1,234
Spectrum licenses		16 years		78,125		(5,194	)		72,931		65,814		(1,797	)		64,017
Noncompete agreements		3 years		250		(160	)		90		250		(76	)		174
Total definite-lived intangibles				88,723		(6,812	)		81,911		67,826		(2,140	)		65,686
Total spectrum and intangibles			$	486,815	$	(6,812	)	$	480,003	$	225,120	$	(2,140	)	$	222,980

The changes in the carrying value of goodwill for the years ended December 31, 2007 and 2006 is as follows (in thousands):

January 1, 2006	$	16,623
Goodwill acquired during the period including effects of foreign
currency translation of $2.9 million		23,637
Goodwill related to business dispositions		(9,352	)
December 31, 2006		30,908
Goodwill acquired during the period including effects of foreign
currency translation of $3.6 million		4,758
December 31, 2007	$	35,666

Based on the identified intangible assets recorded as of December 31, 2007, future amortization of intangible assets, not including spectrum leases pending FCC approval, is expected to be as follows (in thousands):

2008	$	5,721
2009		6,846
2010		6,757
2011		6,709
2012		5,859
Thereafter		50,019
Total	$	81,911

23

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, impairments, changes in useful lives and other relevant factors.

For the years ended December 31, 2007, 2006 and 2005, the Company recorded amortization of $4.4 million, $2.5 million and $964,000, respectively, on spectrum licenses and other intangibles.

Purchased Spectrum Rights and other intangibles — Spectrum licenses, which are issued on both a site-specific and a wide-area basis, authorize wireless carriers to use radio frequency spectrum to provide service to certain geographical areas in the United States and internationally. These licenses are generally acquired by the Company either directly from the governmental authority in the applicable country, which in the United States is the Federal Communications Commission (“FCC”), or through a business combination or an asset purchase, and are considered indefinite-lived intangible assets, except for the licenses acquired in Poland, Spain, Germany and Romania which are considered definite-lived intangible assets due to limited license renewal history within these countries.

During the year ended December 31, 2007, the Company paid consideration of $226.7 million relating to purchased spectrum rights, which was comprised of $222.5 million in cash and $4.2 million in the form of warrants and common stock. Of this cash paid during December 31, 2007, $196.8 million related to the purchased spectrum rights acquired from BellSouth Corporation (see Note 3, Significant Transactions, for additional information regarding BellSouth). Also, during the year ended December 31, 2007, the Company acquired intangibles related to acquisitions of $8.3 million, of which $4.6 million was allocated to customer relationships and $3.7 million was allocated to existing technology, and paid an additional $373,000 in cash relating to other intangible assets, primarily customer relationships.

During the year ended December 31, 2006 the Company paid consideration of $88.5 million, comprised of $88.2 million in cash and $300,000 in the form of warrants and common stock, to purchase spectrum rights.

Prepaid Spectrum License Fees - The Company also leases spectrum from third parties who hold the spectrum licenses. These leases are accounted for as executory contracts, which are treated like operating leases. Consideration paid to third-party holders of these leased licenses at the inception of a lease agreement is accounted for as prepaid spectrum license fees and is expensed over the term of the lease agreement, including renewal terms, as applicable. Future commitments under these leases are disclosed in Note 11.

During the year ended December 31, 2007, consideration paid relating to prepaid spectrum license fees was $256.5 million, which was comprised of $239.4 million in cash and $17.1 million in the form of warrants and common stock. Cash paid related to the purchase of leased spectrum from BellSouth was $103.2 million. In addition, during 2007, the Company received $6.0 million in cash relating to the sale of spectrum licenses.

During the year ended December 31, 2006, cash consideration paid relating to prepaid spectrum license fees was $148.7 million, comprised of $85.0 million in cash and $63.7 million in the value of warrants and common stock.

For the years ended December 31, 2007, 2006, and 2005, the Company recorded amortization of $37.9 million, $6.3 million and $2.9 million, respectively, of leased spectrum.

24

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.   Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of December 31, 2007 and 2006 consisted of the following (in thousands):

	December 31,
	2007		2006
Accounts payable	$	42,327	$	41,710
Accrued interest		11,643		27,272
Salaries and benefits		17,697		12,095
Other		30,780		27,139
	$	102,447	$	108,216

9.   Income Taxes

Components of deferred tax assets and liabilities as of December 31, 2007 and 2006 were as follows (in thousands):

	December 31,
	2007			2006
Current deferred tax assets	$	6,981		$	4,233
Noncurrent deferred tax assets:
Net operating loss carryforward		430,345			184,771
Other		21,535			5,012
Total deferred tax assets		458,861			194,016
Valuation allowance		(441,432	)		(170,797	)
Net deferred tax assets		17,429			23,219
Noncurrent deferred tax liabilities:
Spectrum licenses		33,673			28,938
Property, equipment and other long-term assets		25,791			7,150
Bond issuance cost — warrant valuation		753			4,225
Other intangibles		—			124
Total deferred tax liabilities		60,217			40,437
Net deferred tax liabilities	$	42,788		$	17,218

As of December 31, 2007, the Company had federal tax net operating loss carryforwards in the United States of approximately $969.2 million. A portion of the net operating loss carryforward will be subject to certain annual limitations imposed under Section 382 of the Internal Revenue Code of 1986. The net operating loss carryforwards begin to expire in 2021. The Company had approximately $224.2 million of tax net operating loss carryforwards in foreign jurisdictions as of December 31, 2007. Of the $224.2 million of tax net operating loss carryforwards in foreign jurisdictions, $114.9 million has no statutory expiration date, $94.5 million begins to expire in 2015, and the remainder of $14.8 million begins to expire in 2010.

The Company has recorded a valuation allowance against a substantial portion of the deferred tax assets. Management has reviewed the facts and circumstances, including the limited history and the projected future tax losses, and determined that it is appropriate to reduce a portion of the gross deferred tax assets. The remaining deferred tax asset will be reduced by schedulable deferred tax liabilities. The net deferred tax liabilities are related

25

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to certain intangible assets, including certain spectrum assets, which are not amortized for book purposes. The net change in the valuation allowance for the years ended December 31, 2007, 2006 and 2005 was an increase of $270.6 million, $103.7 million, and $48.4 million, respectively. Net noncurrent deferred tax liabilities of $43.1 million are included in other long-term liabilities as of December 31, 2007.

The Company incurs significant deferred tax liabilities related to the spectrum licenses. Since there is no amortization on certain acquired spectrum licenses for book purposes and the Company cannot estimate the amount, if any, of deferred tax liabilities related to those acquired spectrum licenses which will reverse in future periods, the valuation allowance has been increased accordingly. The Company continues to amortize acquired spectrum licenses for federal income tax purposes. The ongoing difference between book and tax amortization resulted in an additional deferred income tax provision of approximately $5.4 million for the year ended December 31, 2007.

The income tax provision consists of the following for the year ended December 31, 2007, 2006 and 2005 (in thousands):

	Year Ended December 31,
	2007			2006		2005
Current taxes:
International	$	107		$	21	$	—
Federal		—			—		—
State		101			—		—
Total current taxes		208			21		—
Deferred taxes:
International		(121	)		—		—
Federal		4,985			2,582		1,389
State		355			378		70
Total deferred taxes		5,219			2,960		1,459
Income tax provision	$	5,427		$	2,981	$	1,459

The income tax rate computed using the federal statutory rates is reconciled to the reported effective income tax rate as follows:

	Year Ended December 31,
	2007			2006			2005
Federal statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes (net of federal benefit)		2.4			3.0			0.3
Other, net		(1.2	)		(2.6	)		(2.6	)
Valuation allowance		(36.9	)		(36.4	)		(33.8	)
Effective income tax rate		(0.7	)%		(1.0	)%		(1.1	)%

The Company adopted the provisions of FASB Interpretation Number 48 (“FIN 48”) on January 1, 2007. FIN 48 clarifies the accounting for income taxes by prescribing a recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance or derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

As of January 1, 2007, the Company had no unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing FIN 48. There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2007.

26

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company and its Subsidiaries file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. As of the date of adoption of FIN 48 and the year ended December 31, 2007, the tax returns for 2003 through 2006 remain open to examination by the Internal Revenue Service and various state tax authorities. In addition, the Company has acquired U.S. and foreign entities which operated prior to 2003. Most of the acquired entities generated losses for income tax purposes and remain open to examination by U.S. and foreign tax authorities as far back as 1998.

The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN No. 48 and the year ended December 31, 2007, the Company had accrued no interest or penalties related to uncertain tax positions.

10.   Long-term debt

	December 31,
	2007			2006
	(In thousands)
11% Senior Secured Notes due in 2010, principal at maturity: $260.3 million	$	—		$	215,601
11% Additional Senior Secured Notes due in 2010, principal at maturity: $360.4 million		—			295,087
Secured $125.0 million loan from Morgan Stanley Senior Funding, Inc. due in August 2009, 1% of principal due annually; residual at maturity		—			125,000
$1.25 billion Senior Term Loan facility, due in 2012, 1% of principal due annually; resididual at maturity		1,246,875			—
Secured $10.0 million loan from BCE Nexxia Corporation due in July 2008, principal at maturity: $10.0 million		10,000			10,000
		1,256,875			645,688
Less: current portion		(22,500	)		(1,250	)
Total long-term debt	$	1,234,375		$	644,438

Senior Term Loan facility — In an effort to simplify its capital structure, access incremental borrowing availability, and extend debt maturities, on July 3, 2007, the Company entered into a senior term loan facility providing for loans of up to $1.0 billion. The Company borrowed $379.3 million under the senior term loan facility on the date of closing and repaid obligations under the $125.0 million term loan and fees and costs attributable to the senior term loan facility. On August 15, 2007, the Company borrowed the remaining amount of approximately $620.7 million under the senior term loan facility, and fully retired its senior secured notes, originally due 2010, for a price of 102.5% of the aggregate principal amount outstanding of approximately $620.7 million plus accrued and unpaid interest to the date of redemption and the remaining portion of the interest escrow. The $1.0 billion senior secured term loan facility provides for quarterly amortization payments aggregating an annual amount equal to 1.00% of the original principal amount of the term loans prior to the maturity date, with the remaining balance due on July 3, 2012. In general, borrowings under the senior term loan facility bear interest based, at the Company’s option, at either the Eurodollar rate or an alternate base rate, in each case plus a margin. The rate of interest for borrowings under the new senior term loan facility is the Eurodollar rate plus 6.00% or the alternate base rate plus 5.00%, with interest payable quarterly with respect to alternate base rate loans, and with respect to Eurodollar loans, interest is payable in arrears at the end of each applicable period, but at least every three months. The weighted average rate under this facility was 11.06% at December 31, 2007.

In connection with the repayment of the $125.0 million term loan and the retirement of the $620.7 million senior secured notes due 2010, the Company recorded a $159.2 million loss on extinguishment of debt, which was

27

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

primarily due to the write-off of the unamortized portion of the proceeds allocated to the warrants originally issued in connection with the senior secured notes and the related deferred financing costs. In connection with the $1.0 billion senior term loan facility, the Company recorded a deferred financing cost of $27.7 million which is being amortized over the five year term of the loan.

On November 2, 2007, the Company entered into an Incremental Facility Amendment (the “Amendment”) with Morgan Stanley Senior Funding, Inc, as administrative agent, term lender and co-lead arranger, Wachovia Bank N.A. as term lender, and Wachovia Capital Markets, LLC, as co-lead arranger, which amended the Credit Agreement dated July 3, 2007 (the “Credit Agreement”) to provide the Company with an additional $250.0 million in term loans. The Company recorded a deferred financing cost of $2.5 million related to this additional funding, which is being amortized over the remaining term of the loan. This additional funding, which closed on the same date, increases the size of the Company’s senior secured term loan facility to $1.25 billion. The Company will use the additional proceeds to further support its expansion plans and for general corporate purposes. The material terms of the incremental term loans are the same as the terms of the loans under the original senior secured term loan facility.

As of December 31, 2007, $1.25 billion in aggregate principal amount was outstanding under the senior secured term loan facility, with an approximate fair market value of $1.20 billion.

The senior term loan facility contains financial, affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants in the new senior secured term loan facility include, among other things, limitations (each of which shall be subject to standard and customary and other exceptions for financings of this type) on its ability to: declare dividends and make other distributions, redeem or repurchase its capital stock, prepay, redeem or repurchase certain subordinated indebtedness, make loans or investments (including acquisitions), incur additional indebtedness, grant liens, enter into sale-leaseback transactions, modify the terms of subordinated debt or certain other material agreements, change its fiscal year, restrict dividends from our subsidiaries or restrict liens, enter into new lines of business, recapitalize, merge, consolidate or enter into certain acquisitions, sell our assets, and enter into transactions with its affiliates.

Term Loan — In August 2006, Clearwire signed a loan agreement with Morgan Stanley Senior Funding, Inc., Merrill Lynch Capital Corporation, and JP Morgan Chase Bank, N.A. for a term loan in the amount of $125.0 million. The loan was secured by certain spectrum assets of Clearwire entities, as specified in the loan agreement. The loan was set to mature in August 2009 and the proceeds of the loan were available for general corporate purposes. This note was repaid in July 2007 with the proceeds from the Senior-term loan facility.

BCE Nexxia Corporation Financing — As required under the Master Supply Agreement with Bell and BCE Nexxia and in order to assist funding capital expenses and start-up costs associated with the deployment of VOIP services, BCE Nexxia agreed to make available to Clearwire financing in the amount of $10.0 million. BCE Nexxia funded the entire amount on June 7, 2006. The loan is secured by a security interest in the telecommunications equipment and property related to VoIP and bears interest at 7.00% per annum and is due and payable in full on July 19, 2008. At December 31, 2007, the Company had $1.2 million of accrued interest related to the BCE Nexxia loan. The loan balance outstanding as of December 31, 2007 was $10.0 million, with an approximate fair market value of $9.7 million.

11% Senior Secured Notes due 2010 — In August 2005 the Company completed the sale of $260.3 million in principal amount of senior secured notes (the “Notes”) due 2010. In connection with the sale of the Notes, the Company also issued warrants (the “Warrants”) to the purchasers of the Notes entitling them to purchase up to 6,942,552 shares of the Company’s Class A common stock. In addition, the Company granted the purchasers of the Notes a one-time option to acquire up to an equivalent amount of additional Notes and Warrants for a period of 180 days following the issuance of the Notes. This option was exercised in February 2006 when the Company completed the sale of $360.4 million senior secured notes to new and existing holders. In connection with the sale of the additional notes, the Company also issued 9,609,334 Warrants to the purchasers of the additional notes entitling

28

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

them to purchase shares of the Company’s Class A common stock. The terms of the Warrants are substantially identical to the original warrants. In August 2007, the Company fully retired the Senior Secured Notes.

Terms of the Warrants — Holders of Warrants issued in connection with the Notes and Additional Notes may exercise their Warrants at any time at an exercise price of $15.00. The Company granted the holders of the Warrants registration rights covering the shares subject to issuance under the Warrants. The Warrants expire on August 5, 2010.

In connection with the registration rights agreement, the Company filed a resale registration statement, which was effective on August 28, 2007, on Form S-1 registering the resale of shares of Class A common stock issuable upon the exercise of the Warrants. The Company must maintain the registration statement in effect (subject to certain suspension periods) for at least two years. If the Company fails to meet its obligations to maintain that registration statement, the Company will be required to pay to each affected Warrant holder an amount in cash equal to 2% of the purchase price of such holder’s Warrants. In the event that the Company fails to make such payments in a timely manner, the payments will bear interest at a rate of 1% per month until paid in full. This registration rights agreement also provides for incidental registration rights in connection with follow-on offerings, other than issuances pursuant to a business combination transaction or employee benefit plan. The Company does not consider payment of any such penalty to be probable as of December 31, 2007, and has therefore not recorded a liability for this contingency.

Interest Expense, net — Interest expense, net, included in the Company’s consolidated statements of operations, consists of the following for the years ended December 31, 2007, 2006 and 2005 (in thousands):

	Year Ended December 31,
	2007			2006			2005
Interest expense	$	104,550		$	69,116		$	11,605
Amortization of deferred financing costs		6,703			3,934			898
Amortization of long-term debt discount		14,004			15,820			4,381
Capitalized interest		(28,978	)		(16,590	)		(2,261	)
	$	96,279		$	72,280		$	14,623

11.   Commitments and Contingencies

The Company’s commitments for non-cancelable operating leases consist mainly of leased spectrum license fees, office space, equipment and certain of its network equipment situated on leased sites, including land, towers and rooftop locations. Certain of the leases provide for minimum lease payments, additional charges and escalation clauses. Leased spectrum agreements have initial terms of up to 30 years. Other operating leases generally have initial terms of five years with multiple renewal options for additional five-year terms totaling 20 to 25 years.

29

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future minimum payments under spectrum license and operating lease obligations (including all optional renewal periods on operating leases) as of December 31, 2007, are as follows (in thousands):

	Leased		Operating
Years Ending December 31,	Spectrum		Lease		Total
2008	$	39,226	$	87,320	$	126,546
2009		39,253		87,030		126,283
2010		39,915		86,868		126,783
2011		40,045		85,363		125,408
2012		45,068		84,896		129,964
Thereafter, including all renewal periods		1,557,749		1,629,062		3,186,811
	$	1,761,256	$	2,060,539	$	3,821,795

Rent expense under operating leases was $77.6 million, $35.0 million, and $10.5 million for the years ended December 31, 2007, 2006 and 2005, respectively.

In addition to the leased spectrum commitments above, in connection with various spectrum lease agreements the Company has commitments to provide Clearwire services to the lessors in launched markets, and reimbursement of capital equipment and third-party service expenditures of the lessors over the term of the lease. During the year ended December 31, 2007, the Company satisfied $642,000 related to these commitments for the year ending December 31, 2007. The maximum remaining commitment at December 31, 2007 is $89.8 million and is expected to be incurred over the term of the related lease agreements, which range from 15-30 years.

Under the terms of the Supply Agreement that was entered into between Clearwire and Motorola on August 29, 2006, Clearwire is committed to purchase no less than $150.0 million of infrastructure equipment and other products from Motorola in the first two years after the effective date of August 29, 2006, subject to Motorola continuing to satisfy certain performance requirements and other conditions. The Company is also committed to purchase from Motorola, all Expedience modems and Expedience PC cards it provides to its subscribers for a period of five years and 51% of such products until the term of the agreement is completed on August 29, 2014, if certain conditions are met. For the period from the effective date of the agreement through December 31, 2007, total purchases from Motorola under these agreements were $98.4 million. The remaining commitment was $51.6 million at December 31, 2007.

As of December 31, 2007, the Company has minimum purchase agreements of approximately $57.8 million to acquire new spectrum.

Contingencies — During 2007, a cash payment of $17.0 million was received in connection with the sale of one of the Company’s investments, which was sold at a loss to a third party. Under certain circumstances, the Company may be required to return all or part of the payment to the counterparty to this transaction, and as such this amount has been recorded as a long-term liability.

In the normal course of business, Clearwire is party to various pending judicial and administrative proceedings. While the outcome of the pending proceedings cannot be predicted with certainty, Management believes that any unrecorded liability that may result will not to have a material adverse effect on our liquidity, financial condition or results of operations.

Indemnity Agreements — Flux Fixed Wireless, LLC (“FFW”), wholly owned by Mr. McCaw and ERH, and Clearwire entered into an Indemnification Agreement, dated November 13, 2003, pursuant to which Clearwire agreed to indemnify, defend and hold harmless FFW and any of its directors, officers, partners, employees, agents and spouses and each of its and their affiliates (each, an “Indemnitee”) to the fullest extent permitted by law for any claims made against an Indemnitee by reason of the fact that Indemnitee is, was or may be deemed a stockholder, director, officer, employee, controlling person, agent or fiduciary of Clearwire or any subsidiary of Clearwire.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Clearwire is obligated to pay the expenses of any Indemnitee in connection with any claims which are subject to the agreement.

Clearwire is currently a party to, or contemplating entering into, similar indemnification agreements with certain other of its officers and each of the other members of its Board of Directors. No liabilities have been recorded in the consolidated balance sheets for any indemnification agreements.

12.   Stockholders’ Equity

In August 2006, Intel Capital completed its purchase from Clearwire of 23,427,601 shares of Class A common stock and 9,905,732 shares of Class B common stock at $18.00 per share for a total purchase price of $600.0 million, pursuant to a Common Stock Purchase Agreement.

In August 2006, Clearwire entered into subscription agreements with the holders of its outstanding stock for the sale of an aggregate of 8,603,116 shares of Clearwire’s Class A common stock at $18.00 per share for an aggregate purchase price of $154.9 million. The agreements include certain limited anti-dilution features. The transactions closed on August 29, 2006, except for one agreement covering the sale of 1,222,222 shares which closed in October 2006.

On March 13, 2007, the Company completed the sale of 24,000,000 shares of its Class A common stock in its initial public offering. The shares were sold in the offering at a price of $25.00 per share, and the Company received net proceeds of $555.2 million, net of underwriters’ discount, commissions and other fees of $44.8 million. The Company has used these proceeds for market and network expansion, spectrum acquisitions and general corporate purposes.

Under Clearwire’s Certificate of Incorporation, as amended, it has the authority to issue 355,000,000 shares of capital stock as follows:

•  300,000,000 shares of Class A common stock, par value $0.0001 per share;

•  50,000,000 shares of Class B common stock, par value $0.0001 per share; and

•  5,000,000 shares of preferred stock, par value $0.0001 per share.

The following is a summary description of the Company’s common stock:

Class A common stock — The holders of Class A common stock are entitled to one vote per share, on each matter submitted to a vote by the stockholders.

Class B common stock — The holders of Class B common stock are entitled to ten votes per share, on each matter submitted to a vote by the stockholders. Class B common stock is convertible at any time at the option of its holders into shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock.

Preferred stock — May be divided into one or more series. Each series will have the preferences, limitations and relative rights as determined by the Board of Directors. No series of preferred stock have been designated by the Board of Directors.

Ranking — With respect to rights on liquidation, dissolution or similar events, each holder of Class A and Class B common stock will receive the same amount of consideration per share, except that Class B common stock holders may receive securities in the transactions with terms that entitle them to ten votes per share.

Common stock and warrants payable — The Company engaged several parties to obtain spectrum on its behalf in exchange for rights to receive its common stock and warrants. As the rights are earned over the period of an acquisition of spectrum, these obligations can be outstanding for a period of time until FCC approval or other

31

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

milestones are met. The Company records common stock and warrants payable to recognize the timing difference when consideration has been received by the Company, but it has not yet issued securities to the counterparty.

13.   Share-Based Payments

On January 19, 2007, Clearwire’s Board of Directors adopted the 2007 Stock Compensation Plan (the “2007 Plan”), which authorizes the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock awards to its employees, directors and consultants. The 2007 Plan was adopted by the Company’s stockholders on February 16, 2007. There are 15,000,000 shares of Class A common stock authorized under the 2007 Plan. Options granted under the 2007 Plan generally vest ratably over four years and expire no later than ten years after the date of grant. Shares to be awarded under the 2007 Plan will be made available at the discretion of the Compensation Committee of the Board of Directors from authorized but unissued shares, authorized and issued shares reacquired and held as treasury shares, or a combination thereof. At December 31, 2007 there were 8,558,574 shares available for grant under the 2007 Stock Option Plan.

Prior to the 2007 Plan, the Company had the following share-based arrangements: The Clearwire Corporation 2003 Stock Option Plan (the “2003 Stock Option Plan”) and The Clearwire Corporation Stock Appreciation Rights Plan (the “SAR Plan”). No additional stock options will be granted under the Company’s 2003 Stock Option Plan.

The Company applies SFAS 123(R) to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Share-based compensation expense is based on the estimated grant-date fair value and is recognized net of a forfeiture rate on those shares expected to vest over a graded vesting schedule on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions disclosed for the years ended December 31, 2007, 2006 and 2005. The volatility used to calculate the fair value of non-employee stock option grants for 2007, 2006 and 2005 and employee stock option grants for 2007 and 2006 is based on both average historical volatility from common shares of a group of the Company’s peers and the Company’s own historical volatility. There is a 0% expected dividend yield as there are no plans to pay future dividends. The expected life of options granted is based on the simplified calculation of expected life, described in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, or SAB No. 107, Share-Based Payment, due to lack of option exercise history. The risk-free interest rate is based on the zero-coupon U.S Treasury bond, with a term equal to the expected life of the options.

Compensation cost recognized for these plans for the year ended December 31, 2007, 2006 and 2005 is presented as follows (in thousands):

	Year Ended December 31,
	2007		2006		2005
Cost of service	$	138	$	819	$	204
Selling, general and administrative		42,633		13,427		2,338
Total	$	42,771	$	14,246	$	2,542

Stock Options

Prior to January 1, 2006, the Company accounted for share-based compensation under the recognition and measurement provisions of APB 25. Stock options granted at prices below fair market value at the date of grant were considered compensatory, and compensation expense has been deferred and is being recognized over the option vesting period using the graded vesting method. Compensation expense is based on the excess of the fair market value of the underlying common stock at the date of grant over the exercise price of the option.

32

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company also granted stock options to employees of entities under common control who performed services to the Company to purchase shares of the Company’s Class A common stock. In accordance with EITF Issue No. 00-23, Issues Related to the Accounting for Stock Compensation Under APB No. 25, Accounting for Stock Issued to Employees, and FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, and SFAS No. 123(R), the fair value of such options was recorded as a dividend and a charged against additional paid-in capital on the line item, deferred share-based compensation. A total of $1.5 million, $2.4 million, and $34,000 was recorded, as a dividend, for the years ended December 31, 2007, 2006 and 2005, respectively.

During the year ended December 31, 2007 the Company granted 727,000 options to non-employee consultants, of which 250,000 were forfeited. These options are adjusted to current fair value each quarter during their vesting periods as services are rendered. During the year ended December 31, 2007, the Company recognized $345,000 expense and had $2.3 million of unamortized expense as of December 31, 2007 related to these options. Expense for the year ended December 31, 2006 was $1.3 million.

A summary of option activity from January 1, 2005 through December 31, 2007 is presented below:

						Weighted-
						Average		Aggregate
				Weighted-		Remaining		Intrinsic
				Average		Contractual		Value As of
	Number of			Exercise		Term		12/31/2007
	Options			Price		(Years)		(In millions)
Options outstanding — January 1, 2005		6,906,406		$	4.59		9.6
Granted		1,215,311			10.74
Forfeited		(168,859	)		6.18
Options outstanding — December 31, 2005		7,952,858			5.58		8.7
Granted		3,942,304			16.95
Forfeited		(568,048	)		10.84
Exercised		(56,709	)		4.59
Options outstanding — December 31, 2006		11,270,405			9.30		8.3
Granted		7,014,662			23.72
SARS converted to options		106,302			17.64
Forfeited		(1,328,100	)		20.32
Exercised		(720,315	)		6.55
Options outstanding — December 31, 2007		16,342,954		$	14.83		7.8	$	55.2
Exercisable outstanding — December 31, 2007		6,261,909		$	6.85		6.4	$	46.0
Vested and expected to vest — December 31, 2007		14,656,393		$	14.15		7.6	$	54.5

The intrinsic value of options exercised during the year ended December 31, 2007, was $11.0 million as compared to $760,000 during the year ended December 31, 2006. The intrinsic value is calculated as the difference between the estimated fair value of the Company’s common stock at December 31, 2007 or on the date of exercise and the exercise price of the stock options on the date of grant.

33

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Information regarding stock options outstanding and exercisable as of December 31, 2007 is as follows:

	Options Outstanding						Options Exercisable
			Weighted
			Average
			Contractual		Weighted				Weighted
			Life		Average				Average
	Number of		Remaining		Exercise		Number of		Exercise
Exercise Prices	Options		(Years)		Price		Options		Price
$2.25		312,498		5.9	$	2.25		312,498	$	2.25
$3.00		1,865,112		4.9		3.00		1,760,359		3.00
$6.00		4,019,909		6.8		6.00		3,006,050		6.00
$12.00 – $15.00		1,726,315		7.5		14.28		609,430		14.02
$16.02		311,000		9.9		16.02		—		—
$18.00		2,237,341		8.4		18.00		568,616		18.00
$20.16		122,000		9.8		20.16		—		—
$23.30		2,093,300		9.4		23.30		—		—
$23.52		808,164		9.3		24.24		4,956		24.00
$25.00 – $25.33		2,847,315		8.8		25.00		—		—
Total		16,342,954		7.8	$	14.83		6,261,909	$	6.85

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions for the years ended December 31, 2007, 2006 and 2005:

	Employee		Non-Employee
	2007	2006	2005
Expected volatility	57.07% - 64.68%	66.15% - 78.62%	80.31%
Expected dividend yield	—	—	—
Expected life (in years)	6.25	6.25	10
Risk-free interest rate	4.26% - 5.00%	4.45% - 4.92%	4.20% - 4.23%
Weighted average fair value per option at grant date	$14.59	$11.53	$15.36

During the third and fourth quarters of 2007, an estimate of 7.5% was used for the annual forfeiture rate based on the Company’s historical experience since inception. Prior to third quarter 2007, the estimated annual forfeiture rate was 6.4%. During the year ended 2006, an estimate of 3% was used for the annual forfeiture rate.

Expense recorded related to stock options in the year ended December 31, 2007 was $40.1 million compared to $11.8 million for the year ended December 31, 2006. The total unrecognized share-based compensation costs related to non-vested stock options outstanding at December 31, 2007 was $77.8 million and is expected to be recognized over a weighted average period of approximately 2 years.

Restricted Stock Awards

In the year ended December 31, 2007 and 2006, the Company issued 33,333 shares and 83,333 shares of restricted stock, respectively, with a weighted average grant date fair value of $25.00 and $15.00, respectively, to certain senior officers which vest in equal annual installments over a two-year period. The Company also agreed to reimburse the officers for the personal income tax liability associated with the restricted stock. Compensation expense related to these restricted stock grants was $750,000, $1.0 million and $1.0 million for the years ended December 31, 2007, 2006 and 2005, respectively.

34

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the restricted stock activity for the year ended December 31, 2006 is presented below:

			Weighted-
			Average
	Number of		Grant-Date
	Shares		Fair Value
Restricted stock outstanding — January 1, 2005		333,333	$	6.00
Granted		—		—
Forfeited		—		—
Restricted stock outstanding — December 31, 2005		333,333		6.00
Granted		83,333		15.00
Forfeited		—		—
Restricted stock outstanding — December 31, 2006		416,666		7.80
Granted		33,333		25.00
Forfeited		—		—
Restricted stock outstanding — December 31, 2007		449,999	$	9.07

As of December 31, 2007, the number of restricted shares outstanding was 449,999 shares and there was $543,000 of total unrecognized compensation cost related to the unvested restricted stock, which is expected to be recognized over a weighted-average period of approximately 1 year. During the year ended December 31, 2007, 41,667 restricted shares vested, with a fair value of approximately $625,000.

Restricted Stock Units

During the year ended December 31, 2007, the Company granted 400,000 restricted stock units to certain officers and employees under the 2007 Plan. All restricted stock units vest over a four-year period. Under SFAS 123(R), the fair value of the Company’s restricted stock units is based on the grant-date fair market value of the common stock, which equals the grant date market price.

A summary of the restricted stock unit activity for the year ended December 31, 2007 is presented below:

				Weighted-
				Average
	Number of			Grant-Date
	Shares			Fair Value
Restricted stock units outstanding — January 1, 2007		—		$	—
Granted		400,000			23.30
Forfeited		(5,000	)		—
Restricted stock units outstanding — December 31, 2007		395,000		$	23.30

The total fair value of grants during 2007 was $9.3 million. Compensation expense related to the restricted stock units during the year ended December 31, 2007 was $1.1 million, net of forfeitures. As of December 31, 2007, there were 395,000 units outstanding and total unrecognized compensation cost of $8.0 million, which is expected to be recognized over a weighted-average period of approximately 2 years. At December 31, 2007, none of these units were vested.

SAR Plan

The SAR Plan was adopted in January 2006 and provides for the granting of up to 166,666 stock appreciation rights. The stock appreciation rights generally vest ratably over four years and expire no later than ten years after the date of grant. The SAR Plan allows holders of these rights to share in the appreciation of the fair value of the

35

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s Class A common stock. Settlement of these rights will be in cash, but these rights may be replaced at the Company’s discretion with an equivalent number of nonqualified options.

The Company accounts for the SAR Plan grants under SFAS No. 123(R) and records these grants as liability awards, as settlement is anticipated to be in cash. The SARs are remeasured at fair value each reporting period until the awards are settled in accordance with SFAS No. 123(R). The fair value is determined in the same manner as a stock option granted under the Stock Option Plan using the same assumptions and option-pricing model to estimate the fair value. Compensation expense for each period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value for each reporting period. During the year ended December 31, 2007, no SARs were granted, 39,652 SARs were forfeited and 600 were exercised. For the year ended December 31, 2006, 167,685 SARs were granted between $15.00 and $18.00 and 21,131 were forfeited. The Company recorded $398,000 and $178,000, net of forfeitures, of share-based compensation expense for SARs grants for the years ended December 31, 2007 and 2006, respectively.

As of October 1, 2007, all outstanding SARs were converted to non-qualified stock options under the 2007 Stock Option Plan. The SARs were converted to options at the fourth quarter remeasured fair value.

Warrants

During the year ended December 31, 2007, the Company issued 1,407,139 warrants at a weighted average exercise price of $37.99 to purchase the Company’s Class A common stock in connection with the acquisition of spectrum or assets. At December 31, 2007 there were 17,806,220 warrants outstanding and exercisable with a weighted average exercise price of $16.57.

A summary of warrant activity from January 1, 2005 to December 31, 2007 is presented below:

						Weighted-
						Average
				Weighted-		Remaining
				Average		Contractual
	Number of			Exercise		Term
	Warrants			Price		(Years)
Warrants outstanding — January 1, 2005		1,099,508		$	7.80		8.9
Granted		7,811,105			13.74
Exercised		—			—
Warrants outstanding — December 31, 2005		8,910,613			13.02		5.0
Granted		9,892,022			14.94
Exercised		—			—
Warrants outstanding — December 31, 2006		18,802,635			14.02		4.2
Granted		1,407,139			37.99
Exercised		(1,882,887	)		7.59
Cancelled		(520,667	)		15.00
Warrants outstanding — December 31, 2007		17,806,220		$	16.57		3.65
Exercisable outstanding — December 31, 2007		17,806,220		$	16.57		3.65

36

CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of warrants granted is estimated on the date of grant using the Black-Scholes option pricing model using the following average assumptions for the years ended December 31, 2007 and 2006:

	Year Ended December 31,
	2007	2006	2005
Expected volatility	64.68% - 88.54%	73.76% - 88.54%	78.62% - 80.31%
Expected dividend yield	—	—	—
Contractual life (in years)	5-10	5-10	6
Risk-free interest rate	3.05% - 4.81%	3.05% - 5.16%	3.89% - 4.61%
Weighted average fair value per warrant at issuance date	$12.07	$9.84	$12.27

14.   Net Loss Per Share

Basic and diluted loss per share has been calculated in accordance with SFAS No. 128 for the years ended December 31, 2007, 2006 and 2005. As the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.

The computations of diluted loss per share for the years ended December 31, 2007, 2006 and 2005, did not include the effects of the following options, shares of nonvested restricted stock, restricted stock units and warrants as the inclusion of these securities would have been antidilutive.

	Year Ended December 31,
	2007		2006		2005
Stock options		14,249,467		11,270,405		7,952,858
Nonvested restricted stock		62,877		83,333		166,666
Restricted Stock Units		101,247		—		—
Warrants		18,064,035		18,802,635		8,910,613
		32,477,626		30,156,373		17,030,137

15.   Comprehensive Loss

Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive income refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net loss. The Company’s other comprehensive income is comprised of foreign currency translation adjustments from the Company’s subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses on marketable securities categorized as available-for-sale.

Total comprehensive loss was $717.1 million, $276.7 million, and $140.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. The primary differences between net loss as reported and comprehensive loss are foreign currency translation adjustments and net unrealized losses from available-for-sale investments.

The components of accumulated other comprehensive income were as follows (in thousands):

	December 31,
	2007			2006
Net unrealized loss on available-for-sale investments	$	(7,292	)	$	(74	)
Cumulative foreign currency translation adjustment		24,625			7,064
Total accumulated other comprehensive income	$	17,333		$	6,990

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.   Business Segments

The Company complies with the requirements of SFAS No. 131, which establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. Operating segments can be aggregated for segment reporting purposes so long as certain aggregation criteria are met. The Company defines the chief operating decision makers as its Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer. As our business continues to mature, the Company assesses how it views and operates the business. As a result, in the fourth quarter of 2007, the Company was organized into two reportable business segments: the United States and the International business.

The Company reports business segment information as follows (in thousands):

	Year Ended December 31,
	2007			2006			2005
United States
Revenues	$	122,906		$	83,401		$	32,025
Cost of goods and services (exclusive of items shown separately below)		94,541			61,145			22,165
Operating expenses		389,227			183,029			108,328
Depreciation and amortization		69,095			35,083			10,641
Total operating expenses		552,863			279,257			141,134
Operating loss		(429,957	)		(195,856	)		(109,109	)
International
Revenues		28,534			16,780			1,429
Cost of goods and services (exclusive of items shown separately below)		12,740			8,967			1,404
Operating expenses		69,253			44,253			16,878
Depreciation and amortization		15,599			5,819			1,272
Total operating expenses		97,592			59,039			19,554
Operating loss		(69,058	)		(42,259	)		(18,125	)
Total operating loss		(499,015	)		(238,115	)		(127,234	)
Other income (expense)		(222,592	)		(39,466	)		(7,698	)
Income tax provision		(5,427	)		(2,981	)		(1,459	)
Minority interest in net loss of consolidated subsidiaries		4,244			1,503			387
Losses from equity investees		(4,676	)		(5,144	)		(3,946	)
Net loss	$	(727,466	)	$	(284,203	)	$	(139,950	)
Capital expenditures
United States	$	320,134		$	168,607		$	123,249
International		41,727			23,140			9,475
	$	361,861		$	191,747		$	132,724

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31,
	2007		2006
Long-lived assets(a)
United States	$	1,350,418	$	661,444
International		150,555		103,782
	$	1,500,973	$	765,226

(a) Consists of property, plant and equipment and prepaid spectrum and spectrum licenses attributable to the business segment.

17.   Related Party Transactions

Clearwire has a number of strategic and commercial relationships with third-parties that have had a significant impact on Clearwire’s business, operations and financial results. These relationships have been with ERH, Motorola, Inc. (“Motorola”), Intel Corporation (“Intel”), Hispanic Information and Telecommunications Network, Inc. (“HITN”), ITFS Spectrum Advisors, LLC (“ISA”), ITFS Spectrum Consultants LLC (“ISC”) and Bell Canada (“Bell”), all of which are or have been related parties.

Relationships among Certain Stockholders, Directors, and Officers of Clearwire — As of December 31, 2007, ERH is the holder of approximately 65% of Clearwire’s outstanding Class B common stock and approximately 13% of Clearwire’s outstanding Class A common stock. Eagle River Inc. (“ERI”) is the manager of ERH. Each entity is controlled by Craig McCaw. Mr. McCaw and his affiliates have significant investments in other telecommunications businesses, some of which may compete with Clearwire currently or in the future. Mr. McCaw and his affiliates will likely continue to make additional investments in telecommunications businesses.

ERH also held 0% as of December 31, 2007 and 3.1% of the Company’s long-term debt as of December 31, 2006, as a result of the retirement of all senior secured notes on August 15, 2007 as described in Note 3. As of December 31, 2006, the notes held by ERH had a $23.0 million face value, or $19.3 million net of discounts for warrants. As of December 31, 2007 and December 31, 2006 ERH held a warrant entitling it to purchase 613,333 shares of the Company’s Class A common stock. The exercise price of the warrant is $15.00 per share. The Warrants expire in 2010.

In the years ended December 31, 2007, 2006 and 2005, ERH earned interest relating to the notes in the amount of $1.6 million, $4.1 million and $3.1 million, respectively. ERH received payments in the amount of $2.5 million and $3.8 million for accrued interest during the years ended December 31, 2007 and 2006. During the year ended December 31, 2005, there were no interest payments made.

Certain officers and directors of Clearwire provide additional services to ERH, ERI and their affiliates for which they are separately compensated by such entities. Any compensation paid to such individuals by ERH, ERI and/or their affiliates for their services is in addition to the compensation paid by Clearwire.

Advisory Services Agreement — Clearwire and ERI were parties to an Advisory Services Agreement, dated November 13, 2003 (the “Advisory Services Agreement”). Under the Advisory Services Agreement, ERI provided Clearwire with certain advisory and consulting services, including without limitation, advice as to the development, ownership and operation of communications services, advice concerning long-range planning and strategy for the development and growth of Clearwire, advice and support in connection with its dealings with federal, state and local regulatory authorities, advice regarding employment, retention and compensation of employees and assistance in short-term and long-term financial planning. The parties terminated this agreement effective January 31, 2007.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In exchange for the services, Clearwire historically paid ERI an annual advisory fee of $800,000 plus any out-of-pocket expenses incurred by ERI. The annual advisory fee covered certain overhead expenses incurred by ERI on behalf of Clearwire, including expenses related to providing administrative support and office space to Messrs. McCaw, the Company’s Chairman, and Wolff, the Company’s Chief Executive Officer, and compensation for services provided to Clearwire by certain personnel of ERI. During the years ended December 31, 2007, 2006 and 2005, the Company paid ERI fees of $67,000, $800,000 and $800,000, respectively, and expense reimbursements of $278,000, $949,000 and $296,000, respectively, under this agreement. Beginning February 2007, Mr. McCaw has received annual compensation directly from Clearwire in his capacity as the Company’s Chairman of $300,000 per year, plus expense reimbursements.

Pursuant to the origination of the Advisory Services Agreement in 2003, Clearwire also issued to ERH warrants to purchase 375,000 shares of the Company’s Class A common stock at an exercise price of $3.00 per share, which may be exercised any time within 10 years of the issuance of the warrants. As of December 31, 2007, the remaining life of the warrant was 5.9 years.

Nextel Undertaking — Clearwire and Mr. McCaw entered into an agreement and undertaking in November 2003, pursuant to which Clearwire agreed to comply with the terms of a separate agreement between Mr. McCaw and Nextel Communications, Inc. (“Nextel”), so long as the Company was a “controlled affiliate” of Mr. McCaw as defined therein, certain terms of which were effective until October 2006. Under the agreement with Mr. McCaw, Nextel had the right to swap certain channels of owned or leased Broadband Radio Service (“BRS”) or Educational Broadband Service (“EBS”) spectrum with entities controlled by Mr. McCaw, including Clearwire. While the agreement was still effective, Nextel notified the Company of its request to swap certain channels, which is currently pending. There were no payments made to Nextel under this agreement in the year ended December 31, 2007.

Intel Collaboration Agreement — On June 28, 2006, Clearwire entered into a collaboration agreement with Intel, to develop, deploy and market a co-branded mobile WiMAX service offering in the United States, that will target users of certain WiMAX enabled notebook computers, ultramobile PCs, and other mobile computing devices containing Intel microprocessors. Both parties have committed to make certain contributions to the development, promotion and marketing of this service, which will be available only over the Company’s mobile WiMAX network.

The Company and Intel have agreed to share the revenues received from subscribers using Intel mobile computing devices on the Company’s domestic mobile WiMAX network. Intel will also receive a one time fixed payment for each new Intel mobile computing device activated on the Company’s domestic mobile WiMAX network once the Company has successfully achieved substantial mobile WiMAX network coverage across the United States. Through December 31, 2007, Clearwire has not been required to make any payments to Intel under this agreement.

Motorola Agreements — Simultaneously with the sale of NextNet to Motorola, Clearwire and Motorola entered into commercial agreements pursuant to which the Company agreed to purchase certain infrastructure and supply inventory from Motorola. Under these agreements, Clearwire is committed to purchase no less than $150.0 million of network infrastructure equipment, modems, PC cards and other products from Motorola on or before August 29, 2008, subject to Motorola continuing to satisfy certain performance requirements and other conditions. The Company is also committed to purchase certain types of network infrastructure products, modems and PC cards it provides to its subscribers exclusively from Motorola for a period of five years and, thereafter, 51% until the term of the agreement is completed on August 29, 2014, as long as certain conditions are satisfied. For the years ended December 30, 2007 and 2006 total purchases from Motorola under these agreements were $73.0 million and $25.4 million, respectively. The remaining commitment was $51.6 million at December 31, 2007.

HITN and its Affiliates — During 2004, the Company entered into two agreements with ITFS Spectrum Advisors, LLC (“ISA”) and ITFS Spectrum Consultants LLS (“ISC”). The founder and president of HITN was

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

formerly a member of Clearwire’s Board of Directors and is an owner of ISA and ISC, which are also affiliates of HITN. The agreements provided for payment to be provided to ISA and ISC in the form of warrants to purchase additional shares of Class A common stock in exchange for ISA and ISC providing opportunities for Clearwire to purchase or lease additional spectrum. Each of the agreements specifies a maximum consideration available under the agreement and, in 2005, the maximum consideration under the agreement with ISA was reached.

For the years ended December 31, 2007 and 2006, ISC earned approximately $181,000 and $400,000, respectively. During 2007 and 2006, $181,000 and $65,000 was paid in cash, respectively, and warrants to purchase 7,138 and 18,973 shares of Class A common stock, valued at $116,000 and $196,000, were issued, respectively. The maximum consideration under the agreement with ISC was reached in 2007. As of December 31, 2007 there was no payable remaining related to these agreements.

Agreements with Bell Canada — In March 2005, Bell, a Canadian telecommunications company which is a subsidiary of BCE purchased 8,333,333 shares of Clearwire’s Class A common stock for $100.0 million. At the time of the investment, Bell and BCE Nexxia, an affiliate of Bell, entered into a Master Supply Agreement (“Master Supply Agreement”) dated March 16, 2005 with Clearwire. Under the Master Supply Agreement, Bell and BCE Nexxia provide or arrange for the provision of hardware, software, procurement services, management services and other components necessary for Clearwire to provide VoIP services to their subscribers in the United States and provide day-to-day management and operation of the components and services necessary for Clearwire to provide these VoIP services. Clearwire will pay to Bell Canada or BCE Nexxia a flat fee for each new subscriber of its VoIP telephony services. Clearwire has agreed to use Bell Canada and BCE Nexxia exclusively to provide such service unless such agreement violates the rights of third parties under its existing agreements. Total fees paid for new subscribers under the Master Supply Agreement were $112,000, $0 and $0 for the years ended December 31, 2007, 2006 and 2005, respectively. Amounts paid for supplies, equipment and other services purchased through Bell Canada or BCE were $6.0 million, $7.5 million and $15.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Master Supply Agreement can be terminated for convenience on twelve months notice by either party at any time beginning on or after October 1, 2007. On October 29, 2007, the Company delivered a notice of termination of the Master Supply Agreement to BCE Nexxia and the agreement should terminate on October 29, 2008 unless it is extended by the parties.

As required under the Master Supply Agreement with Bell and BCE Nexxia and in order to assist funding capital expenses and start-up costs associated with the deployment of VoIP services, BCE agreed to make available to Clearwire financing in the amount of $10.0 million. BCE funded the entire amount on June 7, 2006. The loan is secured by a security interest in the telecommunications equipment and property related to VoIP and bears interest at 7.00% per annum and is due and payable in full on July 19, 2008.

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CLEARWIRE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18.   Quarterly Financial Information (unaudited)

Summarized quarterly financial information for the years ended December 31, 2007 and 2006 is as follows (in thousands, except per share data):

	First			Second			Third			Fourth			Year Ended
	Quarter			Quarter			Quarter			Quarter			December 31,
2007
Total revenues	$	29,275		$	35,484		$	41,297		$	45,384		$	151,440
Gross profit(1)		12,540			12,171			12,029			7,419			44,159
Operating loss		(86,189	)		(110,319	)		(142,526	)		(159,981	)		(499,015	)
Net loss		(92,635	)		(118,085	)		(328,637	)		(188,109	)		(727,466	)
Net loss per common share, basic and diluted	$	(0.64	)	$	(0.72	)	$	(2.01	)	$	(1.15	)	$	(4.58	)
2006
Total revenues	$	22,748		$	26,791		$	26,899		$	23,743		$	100,181
Gross profit(1)		8,886			5,683			8,196			7,304			30,069
Operating loss		(45,150	)		(61,336	)		(42,979	)		(88,650	)		(238,115	)
Net loss		(55,279	)		(76,809	)		(59,763	)		(92,352	)		(284,203	)
Net loss per common share, basic and diluted	$	(0.73	)	$	(1.01	)	$	(0.61	)	$	(0.67	)	$	(2.93	)

(1) Gross profit excludes a portion of depreciation and amortization included in operating loss.

19.   Subsequent Events

Interest Rate Swaps

In January 2008, the Company entered into two interest rate swaps to hedge its forward three-month LIBOR indexed variable interest payments in an effort to reduce interest expense. The first swap was entered on January 4, 2008, effective March 5, 2008, to pay a fixed rate of 3.6225% and to receive the three-month LIBOR on a notional value of $300.0 million for three years. The second swap was entered on January 7, 2008, effective March 5, 2008, to pay a fixed rate of 3.5% and to receive the three-month LIBOR on a notional value of $300.0 million for two years. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, its amendments and related guidance, the Company will treat the interest rate swaps as “cash-flow hedges” and will record the fair value of the swaps at the end of each calendar quarter, starting March 31, 2008.

Reverse Acquisition

The Company was acquired in a reverse acquisition on November 28, 2008 by the Sprint WiMAX Business of the Sprint Nextel Corporation. After the business combination, the new corporation was renamed Clearwire Corporation.

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