X0203 3 2008-11-28 0 0001442505 New Clearwire CORP "CLWR" 0001377013 TIME WARNER CABLE INC. ONE TIME WARNER CENTER NORTH TOWER NEW YORK NY 10019 0 0 1 0 0001450621 TIME WARNER CABLE LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK NY 10019 0 0 1 0 0001450624 TWC WIRELESS HOLDINGS I LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK NY 10019 0 0 1 0 0001450622 TWC WIRELESS HOLDINGS II LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK NY 10019 0 0 1 0 0001450623 TWC WIRELESS HOLDINGS III LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK NY 10019 0 0 1 0 Class B Common Stock, p/v $0.0001/share, of Clearwire Corp Class A Common Stock, p/v $0.0001/share, of Clearwire Corp 27500000 I See footnotes Class B Common Units of Clearwire Communications, LLC Class A Common Stock, p/v $0.0001/share, of Clearwire Corp 27500000 I See footnotes Certain indirect wholly owned subsidiaries of Time Warner Cable Inc. ("TWC") have entered into an Equityholders' Agreement dated as of November 28, 2008 (the "Equityholders' Agreement") with Clearwire Corporation (the "Issuer") and the other parties thereto (collectively, the "Unaffiliated Stockholders"). By virtue of the Equityholders' Agreement, TWC and the Unaffiliated Stockholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. The number of securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by TWC as reported herein does not include the holdings of any Unaffiliated Stockholders. TWC does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders. Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire LLC (a "Class B Common Unit"), is exchangeable at any time into one fully paid and nonassessable share of Class A Common Stock of the Issuer, subject to certain limited exceptions, on a date that is at least 181 days after the closing (the "Closing") of the transactions contemplated by the Transaction Agreement and Plan of Merger dated as of May 7, 2008 among TWC and the other parties thereto (the "Transaction Agreement"), without an expiration date. TWC received the shares of Class B Common Stock and Class B Common Units reported in Table II on November 28, 2008 pursuant to the Transaction Agreement in exchange for a $550 million investment in Clearwire LLC and based upon a purchase price of $20.00 per share. The number of shares of Class B Common Stock and Class B Common Units that TWC is entitled to receive pursuant to the Transaction Agreement is subject to a post-closing adjustment based upon the trading price of Class A Common Stock on NASDAQ over 15 randomly-selected trading days during the 30-day trading period ending on the 90th day after the Closing. The aggregate number of shares of Class B Common Stock and Class B Common Units that TWC ultimately receives for its investment will be equal to its investment amount divided by the volume weighted average price on those randomly selected days. The volume-weighted price is subject to a cap of $23.00 per share and a floor of $17.00 per share. The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by TWC through indirect wholly owned subsidiaries. TWC Wireless Holdings I, TWC Wireless Holdings II and TWC Wireless Holdings III (collectively, the "TWC Wireless Subsidiaries") own 9,166,667, 9,166,667, and 9,166,666 shares of Class B Common Stock and Class B Common Units, respectively. Time Warner Cable LLC is the sole member of each of the TWC Wireless Subsidiaries. TWC is the sole member of Time Warner Cable LLC. TIME WARNER CABLE INC.By: /s/ David Christman, Senior Vice President and Deputy General Counsel 2008-11-28 TIME WARNER CABLE LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel 2008-11-28 TWC WIRELESS HOLDINGS I LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel 2008-11-28 TWC WIRELESS HOLDINGS II LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel 2008-11-28 TWC WIRELESS HOLDINGS III LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel 2008-11-28