sc13da.htm

0000050863-10-000123.txt : 20101206 0000050863-10-000123.hdr.sgml : 20101206 20101206172439 ACCESSION NUMBER: 0000050863-10-000123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84306 FILM NUMBER: 101234948 BUSINESS ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13D/A 1 sc13da.htm SC 13D/A sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

SCHEDULE 13D/A

(Amendment No. 4)

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2(a)

Clearwire Corporation

______________________________________________________________________________

(Name of Issuer)

Class A Common Stock

______________________________________________________________________________

(Title of Series of Securities)

18538Q 10 5

______________________________________________________________________________

(CUSIP number)

Cary I. Klafter

Vice President and Corporate Secretary

Intel Corporation

2200 Mission College Boulevard

Santa Clara, California 95054-1549

(408) 765-8080

Copy to:

Gregory T. Davidson

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, California 94303-1125

(650) 849-5300

______________________________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 30, 2010

______________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 18538Q 10 5

13D/A

1	name of reporting persons s.s. or i.r.s. identification nos. of above persons Intel Corporation 94-1672743
2	check the appropriate box if a member of a group* & #160;			(a) o (b) x
3	sec use only
4	source of funds WC
5	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6	citizenship or place of organization Delaware
number of shares		7	sole voting power
beneficially owned by		8	shared voting power 102,404,811*
each reporting		9	sole dispositive power
person with		10	shared dispositive power 102,404,811*
11	aggregate amount beneficially owned by each reporting person 102,404,811*
12	check box if the aggregate amount in row (11) excludes certain shares			x**
13	percent of Series represented by amount in row (11) 33.1%*
14	type of reporting person CO

* See discussion in Items 4 through 6 of that certain Statement on Schedule 13D filed on December 8, 2008, as amended by that certain Amendment No. 1 filed on February 27, 2009, that certain Amendment No. 2 filed on November 13, 2009, that certain Amendment No. 3 filed on December 22, 2009, and this Amendment No. 4. As more fully described in the responses to Items 4 through 6 therein, the Reporting Person and certain other beneficial owners of Class A Common Stock identified therein may be deemed to be members of a “group” under Section 13(d) of the Act by virtue of the Equityholders’ Agreement described therein. Neither the filing of this Statement on Schedule 13D nor any amendment thereto nor any of their respective contents shall be deemed to constitute an admission by the Reporti ng Person that, except as expressly set forth herein and therein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

** See Item 5(a)-(b) of this Amendment No. 4 to Statement on Schedule 13D.

This Amendment No. 4 amends and supplements that certain Statement on Schedule 13D filed on December 8, 2008, as amended by that certain Amendment No. 1 filed on February 27, 2009, that certain Amendment No. 2 filed on November 13, 2009, and that certain Amendment No. 3 filed on December 22, 2009 (collectively, the “Schedule 13D”), by Intel Corporation, a Delaware corporation (the “Reporting Person” or “Intel”), with respect to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Cle arwire Corporation, a Delaware corporation (“Clearwire” or the “Issuer”).

Capitalized terms used herein and not otherwise defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 5. Interest in Securities of the Issuer

(a)-(b) Items 5(a)-(b) are hereby amended and restated in their entirety as follows:

The Reporting Person does not directly own any shares of Class A Common Stock of the Issuer. As of the date of filing of this Amendment No. 4, by reason of the provisions of Rule 13d-3 under the Act, the Reporting Person is deemed to beneficially own and to share voting and investment power with respect to 102,404,811 shares of Class A Common Stock that are beneficially owned as follows:

36,759,999 shares of Class A Common Stock that are beneficially owned as follows: 33,333,333 shares of Class A Common Stock that are held of record by Intel Capital; 3,333,333 shares of Class A Common Stock that are held of record by Intel Cayman; and warrants exercisable for 93,333 shares of Class A Common Stock that are held of record by Middlefield; and

65,644,812 shares of Class A Common Stock that are beneficially owned as follows: 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity A; 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity B; and 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity C.

Each share of Class B Common Stock, together with one Class B Common Unit, is exchangeable at any time at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer.

In addition, by virtue of the Equityholders’ Agreement entered into at the Closing (see Item 6 of the Schedule 13D), the Reporting Person may be deemed to be a member of a “group” under Section 13(d) of the Act with respect to the 102,404,811 shares of Class A Common Stock beneficially owned by the Reporting Person and the following shares which are reported separately from this Amendment No. 4, based upon the information contained in that certain Amendment No. 4 to the Statement on Schedule 13D dated December 6, 2010 filed by such persons and where such persons have reported that they beneficially own: 531,724,348 shares of Class A Common Stock beneficially owned by the Sprint Entities, 88,504,132 shares of Class A Common Stock beneficially owned b y the Comcast Entities, 39,639,803 shares of Class A Common Stock beneficially owned by Eagle River, 29,411,765 shares of Class A Common stock beneficially owned by Google, 46,404,782 shares of Class A Common Stock beneficially owned by the TWC Entities, 41,468,135 shares of Class A Common Stock beneficially owned by Craig O. McCaw and 8,474,440 shares of Class A Common Stock beneficially owned by the BHN Entities. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by such other persons.

To the knowledge of the Reporting Person, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any shares of the Class A Common Stock as of the date of filing of this Amendment No. 4. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the persons listed on Schedule A that he or she is the beneficial owner of any Class A Common Stock referred to herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented by adding the following to the end of the disclosure under the subheading “Offering of Exchangeable Notes due 2040”:

On November 30, 2010, in connection with the offering by the Issuer’s operating subsidiary, Clearwire Communications LLC (“Clearwire Communications”), of $650 million aggregate principal amount of 8.25% exchangeable notes due 2040 (the “Offering”), Intel Capital, Intel Cayman, Middlefield, Intel Entity A, Intel Entity B, and Intel Entity C (collectively, the “Intel Stockholders”) executed a lock-up agreement with respect to the Class A Common Stock (the “Lock-up Agreement”). The Offering is part of a plan to raise over $1.3 billion through the offering of debt securities in private placement transactions, which was initially announced by the Issuer on December 2, 2010. The Lock-up Agreement is filed as Exhibit 99.9 to this Amendment. The Lock-up Agreements provide that each of the Intel Stockholders, during the period beginning on December 2, 2010 and ending on January 31, 2011, will not, subject to certain exceptions, (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock held by such Intel Stockholder on the date of the Lock-up Agreement, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or o ther agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock. The foregoing restrictions do not apply to, among other things, any disposition by the Intel Stockholders of any shares of Class A Common Stock that such Intel Stockholders received as merger consideration in the Clearwire Merger, or any contract, option or other arrangement or understanding entered into by any of the Intel Stockholders with respect to the hedging of such shares.

Further, pursuant to the terms of the Equityholders’ Agreement, each of the Intel Stockholders has preemptive rights with respect to the proposed issuance and sale of Class A Common Stock and rights to purchase or acquire Class A Common Stock, which would include the exchangeable notes in the Offering (the “Preemptive Rights”); however, each of the Intel Stockholders signed a stockholder acknowledgment as of November 30, 2010, waiving its Preemptive Rights (individually, a “Preemptive Rights Waiver” and, collectively, the “Preemptive Rights Waivers”) solely with respect to the Offering. Each Pr eemptive Rights Waiver has substantially the same terms as each other Preemptive Rights Waiver and a form of these Preemptive Rights Waivers is filed as Exhibit 99.10 to this Amendment.

In addition, Item 6 of the Schedule 13D is amended and supplemented by replacing the last paragraph with the following:

The foregoing summaries of certain provisions of the Equityholders’ Agreement, the Registration Rights Agreement, the Operating Agreement, the Investment Agreement, the Waiver, the Lock-up Agreement and the Preemptive Rights Waivers are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 99.3, 99.4, 99.5, 99.6, 99.8, 99.9 and 99.10, respectively, hereto and each is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

99.9 Form of Lock-up Agreement.

99.10 Form of Preemptive Rights Waiver.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 6, 2010	INTEL CORPORATION
	By:	/s/ Cary I. Klafter
	Name:	Cary I. Klafter
	Title:	Vice President, Legal and Corporate Affairs, and Corporate Secretary

INTEL CORPORATION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Cary I. Klafter, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact with full power to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority, any report required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto said attorney-in-fact the power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact s hall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person to whom power of attorney has been hereby granted ceases to be an employee of Intel Corporation.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of November, 2009.

INTEL CORPORATION

By: /s/ A. Douglas Melamed

A.	Douglas Melamed

Senior Vice President,

General Counsel

SCHEDULE A

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:

DIRECTORS AND EXECUTIVE OFFICERS OF INTEL CORPORATION

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are as set forth below.

Directors:

	Present Principal Occupation	Present Business
Name	or Employment	Address	Citizenship
Jane E. Shaw	Chairman of the Board, Intel Corporation Retired Chairman and Chief Executive Officer, Aerogen, Inc.	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A./U.K.

Paul S. Otellini	President and Chief Executive Officer	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

Ambassador Charlene Barshefsky	Senior International Partner, Wilmer Cutler Pickering Hale & Dorr LLP	1875 Pennsylvania Avenue, NW Washington, DC 20006	U.S.A.

Susan L. Decker	Entrepreneur-in Residence Harvard Business School	Harvard Business School Soldiers Field Boston, MA 02163	U.S.A.

John J. Donahoe	President and Chief Executive Officer, eBay Inc.	2145 Hamilton Avenue San Jose, CA 95125	U.S.A.

Reed E. Hundt	Principal, Charles Ross Partners, LLC	1909 K Street NW, Suite 820 Washington, DC 20006	U.S.A.

James D. Plummer	John M. Fluke Professor of Electrical Engineering; Frederick E. Terman Dean of the School of Engineering, Stanford University	Stanford University Terman 214, Mail Code 4027 Stanford, CA 94305	U.S.A.

David S. Pottruck	Chairman and Chief Executive Officer, Red Eagle Ventures, Inc.	201 Spear Street, Suite 1150 San Francisco, CA 94105	U.S.A.

Frank D. Yeary	Vice Chancellor University of California, Berkeley	200 California Hall #1500 Berkeley, CA 94720	U.S.A.

David B. Yoffie	Max and Doris Starr Professor of International Business Administration, Harvard Business School	Harvard Business School Morgan Hall 215, Soldiers Field Park Rd. Boston, MA 02163	U.S.A.

Non-Director Executives:

Name	Present Principal Occupation or Employment	Present Business Address	Citizenship
Andy D. Bryant	Executive Vice President Technology, Manufacturing and Enterprise Services Chief Administrative Officer	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

Sean M. Maloney	Executive Vice President General Manager, Intel Architecture Group	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.K.

David Perlmutter	Executive Vice President General Manager, Intel Architecture Group	2200 Mission College Blvd. Santa Clara, CA 95054-1549	Israel

Arvind Sodhani	Executive Vice President President, Intel Capital	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

Robert J. Baker	Senior Vice President General Manager, Technology and Manufacturing Group	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

William M. Holt	Senior Vice President General Manager, Technology and Manufacturing Group	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

A. Douglas Melamed	Senior Vice President General Counsel	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

Thomas M. Kilroy	Senior Vice President General Manager, Sales and Marketing Group	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

Stacy J. Smith	Senior Vice President Chief Financial Officer	2200 Mission College Blvd. Santa Clara, CA 95054-1549	U.S.A.

EX-99.9 CUST CONTRCT 2 exh99_9.htm FORM OF LOCK-UP AGREEMENT exh99_9.htm

Exhibit 99.9

FORM OF LOCK-UP AGREEMENT

[ ], 2010

J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, NY 10179

Re: Clearwire Communications LLC and Clearwire Finance, Inc. -- Rule 144A Offering

Ladies and Gentlemen:

The undersigned understands that you propose to enter into a Purchase Agreement (the “Purchase Agreement”) with CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (“Clearwire Communications”) and CLEARWIRE FINANCE, INC., a Delaware corporation (“Clearwire Finance” and, together with Clearwire Communications, the “Issuers”), providing for the purchase and resale (the “Placement”) by you (the “Initial Purchaser”) of Exchangeable Senior Notes due 2017 of the Issuers (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meaning s set forth in the Purchase Agreement.

In consideration of the Initial Purchaser’s agreement to purchase and make the Placement of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities LLC, the undersigned will not, during the period beginning on the date of the preliminary offering memorandum relating to the Placement (the “Preliminary Offering Memorandum”) and ending 60 days after the date of the Preliminary Offering Memorandum, (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock (the “Com mon Stock”), $0.0001 per share par value, of CLEARWIRE CORPORATION, a Delaware corporation (“Parent”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any ri ght with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing restrictions shall not apply to (i) sales of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) by all officers, directors or major stockholders signatory to a lock-up agreement not to exceed 1,500,000 shares in aggregate, (ii) sales pursuant to any sales plan in effect on the date hereof that complies with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) any person entering into a sales plan that complies with Rule 10b5-1 under the Exchange Act after the date hereof, provided that (x) such plan provides that no sales may be made thereunder until the end of the 60-day restricted period and (y) no filing or other public announcement is required or voluntarily made by such person or a ny Issuer in connection with the execution of any such sales plan, (iv) any such sales, purchases, grants, transfers, dispositions or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the date hereof, (v) (x) any disposition by Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel A”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel B”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel C”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), Intel Capital (Cayman) Corporation, a Cayman Islands corporation (“Intel Cayman”) and Middlefield Ventures, Inc., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”) of the shares of Common Stock that Intel received as Merger Consideration as defined in a nd pursuant to Section 2.5 of the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended, by and among Parent, Sprint Nextel Corporation, a Kansas corporation, Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC, a Delaware limited liability company, Google Inc., a Delaware corporation and Intel Corporation, a Delaware corporation (the “Transaction Agreement”) or (y) any contract, option or other arrangement or understanding entered into by Intel with respect to the hedging of such shares, (vi) transfers of shares of Common Stock or any security convertible, exchangeable for or exercisable into Common Stock as a bona fide gift or gifts or as a result of the operation of law or testate or intestate succession or (vii) transfers to a trust, partnership, limited liability company or other entity, the beneficial interests of which are held by the transferor; provided, in the case of clauses (vi) and (vii), (A) such transferee agrees to be bound by the same terms as the transferor under this agreement, (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 60-day restricted period referred to above) and (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition.

In furtherance of the foregoing, each Issuer and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Purchase Agreement does not become effective, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released form all obligations under this Letter Agreement. The undersigned understands that the Initial Purchaser is entering into the Purchase Agreement and proceeding with the Placement in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours,

[NAME OF STOCKHOLDER]

By:

Name:

Title:

[Lock-Up Agreement]

EX-99.10 12B1 PLAN 3 exh99_10.htm FORM OF PREEMPTIVE RIGHTS WAIVER exh99_10.htm

Exhibit 99.10

FORM OF PREEMPTIVE RIGHTS WAIVER

Clearwire Corporation

4400 Carillon Point

Kirkland, Washington 98033

November 24, 2010

To: Each of the Stockholders of Clearwire Corporation (the “Company”) and Clearwire Communications LLC (“Clearwire LLC”) who are parties to the Equityholders’ Agreement and the Operating Agreement (each as defined below)

Re: Notice of Preemptive Rights in Connection with the Issuance of Exchangeable Notes by Clearwire LLC

Ladies and Gentleman:

Reference is made to: (i) that certain Equityholders’ Agreement, dated as of November 28, 2008 (the “Equityholders’ Agreement”), by and among the Company, Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”), Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River”), Comcast Wireless Investment I, Inc., a Delaware corporation (“Comcast I”), Comcast Wireless Investment II, Inc., a Delaware corporation (“Comcast II”), Comcast Wireless Investment III, Inc., a Delaware corporation (“Comcast III”), Comcast Wireless Investment IV, Inc., a Delaware corporation (“Comcast IV”), Comcast Wireless Investment V, Inc., a Delaware corporation (“Comcast V” and, together with Comcast I, Comcast II, Comcast III and Comcast IV, “Comcast”), TWC Wireless Holdings I LLC, a Delaware limited liability company (“TWC I”), TWC Wireless Holdings II LLC, a Delaware limited liability company (“TWC II”), TWC Wireless Holdings III LLC, a Delaware limited liability company (“TWC III” and, together with TWC I and TWC II, “TWC”), BHN Spectrum Investments, LLC, a Delaware limited liability company (“BHN” and together with Comcast, Google and TWC, the “Strategic Investors”), Google Inc., a Delaware corporation (“Google”), Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel A”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel B”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel C”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), Intel Capital (Cayman) Corporation, a Ca yman Islands corporation (“Intel Cayman”), Middlefield Ventures, Inc., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel” and together with Comcast, TWC, BHN, Google, Eagle River and Sprint, the “Investors”); and (ii) that certain Amended and Restated Operating Agreement of Clearwire LLC, dated as of November 28, 2008 (the “Operating Agreement”), by and among the Company and certain of the Investors.

Clearwire LLC is proposing to issue up to approximately $750 million in aggregate principal amount of exchangeable senior notes (the “Exchangeable Notes”) which will be exchangeable, at the option of the holder, for shares of Class A common stock of the Company at any time prior to the close of business on the business day immediately preceding the maturity date of the Exchangeable Notes, which is expected to be seven (7) years from the date of issuance. The interest rate and exchange rate will be determined upon the pricing of the Exchangeable Notes. The Exchangeable Notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

Each Investor has the right, under Section 3.5 of the Equityholders’ Agreement, to purchase its Preemptive Right Pro Rata Share (as defined in the Equityholders’ Agreement) of the Exchangeable Notes. Please acknowledge on Annex A whether you wish to waive or exercise your preemptive rights with respect to the Exchangeable Notes. Please return the signed stockholder acknowledgement by Tuesday, November 30, 2010 to Frederick Williams at frederick.williams@clearwire.com. Please note that the rights of the Strategic Investors under Section 3.5 must be exercised by Comcast, as Strategic Investor Representative on behalf of the Strategic Investors.

Each Investor is required (pursuant to Section 6 of the Registration Rights Agreement, dated as of November 28, 2008, among the Company and the Investors) to sign the Lock-Up Agreement attached hereto as Annex B in connection with the offering of the Exchangeable Notes. Please sign and return the Lock-Up Agreement by Monday, November 29, 2010 to Frederick Williams at the email address above.

Finally, Clearwire LLC believes that the Exchangeable Notes constitute a “nonrecourse liability” as such term is used and defined in Section 5.2(e) of the Operating Agreement such that compliance with the terms of Section 5.2(e) of the Operating Agreement is not required.

This letter agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction. This letter agreement may be relied upon by the Company, Clearwire LLC, any of their respective officers or directors or any other party.

This letter agreement constitutes the notice required to be delivered by the Company to the Investors pursuant to Section 3.5(b) of the Equityholders’ Agreement. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all counterparts when taken together shall be deemed to constitute one and the same agreement.

Sincerely,

CLEARWIRE CORPORATION

By: ________________________________

Name:

Title:

Notice and Waiver of Preemptive Rights

Annex A

Stockholder Acknowledgement

____ I do not wish to exercise my preemptive rights with respect to the proposed

issuance and sale of the Exchangeable Notes and hereby waive any and all

preemptive rights I have in connection therewith.

____ I wish to exercise my preemptive rights with respect to the proposed issuance and

sale of the Exchangeable Notes, subject to the limitations set forth in the

Equityholders’ Agreement. I wish to purchase ____________ aggregate

principal amount of the Exchangeable Notes, which amount is equal to or less

than my Preemptive Right Pro Rata Share of the Exchangeable Notes.

(Stockholder)

By:____________________________________

Name:

Title: