SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-1(a)

(Amendment No. 1)*

CLEARWIRE CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

18538Q 105

(CUSIP Number)

Michael J. Egan

King & Spalding LLP

1180 Peachtree Street, N.E.

Atlanta, Georgia 30309

(404) 572-4600

(Name, address and telephone number of Person Authorized to Receive Notices and Communications)

December 17, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

(Continued on following pages)

This Amendment No. 1 (this “Amendment”) is filed by Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint HoldCo”) and SN UHC 1, Inc., a Delaware corporation (“SN UHC 1”) and together with Sprint and Sprint HoldCo, the “Sprint Entities” or the “Reporting Persons”), with respect to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Clearwire Corporation, a Delaware corporation (“Clearwire” or the “Issuer”).

EXPLANATORY NOTE REGARDING PRIOR JOINT SCHEDULE 13D

This Amendment relates to the Statement on Schedule 13D filed on December 5, 2008 (the “Initial Joint 13D Filing”), as amended by Amendment No. 1 thereto filed on February 27, 2009, Amendment No. 2 thereto filed on November 12, 2009, Amendment No. 3 thereto filed on December 22, 2009, Amendment No. 4 thereto filed on December 7, 2010, Amendment No. 5 thereto filed on December 14, 2010, Amendment No. 6 thereto filed on May 13, 2011, Amendment No. 7 thereto filed on June 8, 2011, Amendment No. 8 thereto filed on December 16, 2011, Amendment No. 9 thereto filed on February 24, 2012, Amendment No. 10 thereto filed on March 14, 2012, Amendment No. 11 thereto filed on June 15, 2012, Amendment No. 12 thereto filed on September 14, 2012, Amendment No. 13 thereto filed on October 3, 2012 and the Amendment No. 14 thereto filed on October 18, 2012 (such Amendment, “Amendment No. 14” and the Initial Joint 13D Filing, as so amended through Amendment No. 14, the “Prior Joint Schedule 13D”). The Prior Joint Schedule 13D was jointly filed on behalf of (i) the Reporting Persons, (ii) Comcast Corporation, a Pennsylvania corporation (“Comcast”), Comcast Wireless Investment, LLC, a Delaware limited liability company (“Comcast LLC” and, collectively with Comcast, the “Comcast Entities”), (iii) Bright House Networks, LLC, a Delaware limited liability company (“BHN”), BHN Spectrum Investments, LLC, a Delaware limited liability company (“BHN Spectrum”), Newhouse Broadcasting Corporation, a New York corporation (“NBCo”, and collectively with BHN and BHN Spectrum, the “BHN Entities”), (iv) Eagle River Holdings, LLC, a Washington limited liability company (“ERH”), and Craig O. McCaw, an individual (“Mr. McCaw” and, together with ERH, the “ERH Entities”), and (v) certain other beneficial owners of Class A Common Stock that were previously party to the Equityholders’ Agreement described in this Schedule 13D, except that Amendment No. 14 was filed jointly on behalf of Sprint, Sprint HoldCo and the ERH Entities only.

On October 17, 2012, the Reporting Persons elected to report their beneficial ownership of Class A Common Stock apart from the Comcast Entities, the BHN Entities and the ERH Entities, except that Sprint, Sprint HoldCo and the ERH Entities filed Amendment No. 14 pursuant to a joint filing agreement among such parties solely with respect to that filing. On December 13, 2012, a Schedule 13D was filed solely by the Reporting Persons (the “New Joint Schedule 13D” and together with the Amendment, the “Schedule 13D”), and this Amendment is filed solely by the Reporting Persons. However, the Schedule 13D is a continuation of the Reporting Persons’ beneficial ownership reporting of Class A Common Stock set forth in the Prior Joint Schedule 13D and, as such, information from the Prior Joint Schedule 13D has been incorporated herein by reference as if set forth in full herein. The Initial Joint 13D Filing and all amendments thereto through Amendment No. 14 are filed as Exhibits 99.1 through Exhibit 99.15 to the New Joint Schedule 13D, respectively.

All capitalized terms used in the Amendment and not defined herein have the meanings ascribed to such terms in the Prior Joint Schedule 13D or New Joint Schedule 13D, as applicable.

Item 1. Security and Issuer.

No material change.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and supplemented by adding the following information under a new heading “Merger”:

Sprint estimates that, at the price per share/unit set forth in the Merger Agreement with respect to the Merger (as described in Item 4 below), approximately $2.2 billion in cash will be required to acquire the remaining shares of Common Stock and Clearwire Communications Class B Common Interests not already owned by the Sprint Entities, and up to $800 million in cash will be required to acquire the maximum amount of the Interim Notes (as described in Item 4 below). Sprint anticipates that it will obtain such funds from working capital.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented by adding the following information under a new heading “Merger”:

Merger Agreement

On December 17, 2012, following discussions regarding the Sprint Proposal, Sprint and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Clearwire, pursuant to which, at the effective time of the merger (the “Effective Time”), Merger Sub will merge with and into Clearwire, with Clearwire surviving the merger as a wholly owned subsidiary of Sprint (the “Merger”).

Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Class A Common Stock (other than any shares owned by Sprint, SoftBank or any of their respective subsidiaries) will be cancelled and will be converted automatically into the right to receive $2.97 per share in cash, without interest (the “Merger Consideration”). In addition, Intel A, the only holder of Class B Common Stock (together with the corresponding Clearwire Communications Class B Common Interests, the “Class B Interests”) other than Clearwire, Sprint and Sprint’s affiliates, has elected to irrevocably convert, immediately prior to the Effective Time, all of its Class B Interests into shares of Class A Common Stock (the “Irrevocable Exchange Agreement”), which will then be cancelled and converted automatically into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger.

Stockholders of Clearwire will be asked to vote on the adoption of the Merger Agreement at a special meeting that will be held on a date to be announced. Consummation of the Merger is subject to a number of conditions precedent, including, among others: (i) the adoption of the Merger Agreement by the holders of at least 75% of the outstanding shares of the Common Stock entitled to vote on the Merger, voting as a single class, and at least a majority of the outstanding shares of the Common Stock not held by Sprint, SoftBank and their respective affiliates, voting as a single class, at a duly called stockholders’ meeting (the “Clearwire Stockholder Approval”); (ii) the consent of the Federal Communications Commission to the consummation of the Merger; (iii) the absence of any order enjoining the consummation of, or prohibiting, the Merger; (iv) the non-occurrence of any Material Adverse Effect (as defined in the Merger Agreement) from the date of the Merger Agreement to the Effective Time; and (v) the consummation of the SoftBank Transaction or an alternative transaction thereto.

The Merger Agreement includes customary representations, warranties, covenants and agreements, including, among other things, covenants of Clearwire regarding the conduct of its business prior to the Effective Time and the calling and holding of a meeting of Clearwire’s stockholders for the purpose of obtaining the Clearwire Stockholder Approval, and mutual covenants regarding the use of each party’s reasonable best efforts to cause the Merger to be consummated. Sprint has also agreed, subject to the fiduciary duties of Sprint’s Board of Directors, to use the level of efforts set forth in the SoftBank Merger Agreement to consummate the SoftBank Transaction and not to terminate the SoftBank Transaction other than in connection with entering into an alternative transaction. The Merger Agreement provides that the Equityholders’ Agreement will terminate immediately after the Effective Time.

Under the Merger Agreement, Clearwire is subject to a “no-shop” restriction on its ability to solicit offers or proposals relating to an acquisition proposal or to provide information to or engage in discussions or negotiations with third parties regarding an acquisition proposal, subject to certain exceptions.

The Merger Agreement contains termination rights for both Sprint and Clearwire, including Sprint’s right to terminate if (i) prior to the Clearwire Stockholder Approval, Clearwire’s Board of Directors (the “Clearwire Board”) or the Special Committee withdraws, qualifies or modifies its approval or recommendation to the stockholders of Clearwire of the adoption of the Merger Agreement in a manner adverse to Sprint or (ii) the SoftBank Transaction shall have been terminated (other than by Sprint in connection with a replacement transaction) (a “SoftBank Termination”). The Merger Agreement further provides that Sprint will be required to pay to Clearwire a termination fee of $120 million (i) upon a SoftBank Termination or (ii) if the SoftBank Transaction has not been consummated and certain other conditions are met, upon termination by either Sprint or Clearwire of the Merger Agreement because the Merger has not been consummated on or prior to October 15, 2013, as such date may

be extended in accordance with the terms of the Merger Agreement (a “Fee Entitlement Termination”). Any obligation to pay such termination fee will be satisfied by the cancellation of $120 million aggregate principal amount of Interim Notes (as defined below). In the event Clearwire is entitled to receive the termination fee, in certain instances, it may also be entitled to receive from Sprint a prepayment in the amount of $100 million pursuant to the 4G MVNO agreement currently in effect between Sprint and Clearwire. Any such prepayment will be credited against certain of Sprint’s obligations under such agreement.

The Merger and the Merger Agreement were approved unanimously by Sprint’s Board of Directors, the Special Committee and the Clearwire Board. Pursuant to the terms of the SoftBank Merger Agreement, SoftBank provided its consent for Sprint to enter in the Merger Agreement and related transactions (the “SoftBank Consent”). The SoftBank Consent provides SoftBank with certain information and consultation rights with respect to developments related to the Merger Agreement. The SoftBank Consent also provides that SoftBank’s consent is required prior to Sprint agreeing to make any material changes to the terms of the transactions contemplated by the Merger Agreement or taking certain material actions with respect to such transactions.

The Merger Agreement has been attached as an exhibit hereto to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Sprint, Clearwire or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Sprint, Clearwire or any of their respective affiliates or businesses. Moreover, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a disclosure letter that Clearwire has provided to Sprint. Accordingly, investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts of Clearwire, Sprint or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Sprint’s or Clearwire’s public disclosures.

If the Merger is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of Clearwire, a merger or other extraordinary transaction involving Clearwire, the delisting of the Class A Common Stock from NASDAQ and the Class A Common Stock becoming eligible for termination from registration pursuant to Section 12(b) of the Act.

Voting and Support Agreement

In connection with the Merger Agreement, each of the Intel Entities, Comcast LLC and BHN Spectrum (collectively, the “Voting Agreement Stockholders”) have entered into a voting and support agreement with Clearwire (the “Voting Agreement”) under which the Voting Agreement Stockholders have each agreed to vote their shares of Common Stock, among other things, in favor of approving and adopting the Merger Agreement, in favor of the matters to be voted upon by Clearwire’s stockholders pursuant to the Note Purchase Agreement (as defined below), in favor of any proposal to adjourn or postpone the stockholders’ meeting held to approve and adopt the Merger Agreement, and against other acquisition proposals. In addition, the Voting Agreement Stockholders have agreed not to transfer shares of Common Stock owned by them prior to Clearwire obtaining the Clearwire Stockholder Approval, subject to certain exceptions. The Voting Agreement also contains certain consents and waivers by the Voting Agreement Stockholders pursuant to the Equityholders’ Agreement and the Operating Agreement with respect to the Merger and the related transactions, including the issuance of the Interim Notes. Sprint is an express third party beneficiary of the Voting Agreement.

The Voting Agreement will terminate upon the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms, or (z) the written agreement of all the Voting Agreement Stockholders, Clearwire and Sprint. In addition, each Voting Agreement Stockholder will have the right to terminate the Voting Agreement as to itself upon certain amendments to the Merger Agreement, the Note Purchase Agreement (as defined below) or certain related agreements, the failure to obtain the Clearwire Stockholder Approval at the Clearwire stockholders meeting, or upon Sprint terminating the Softbank Transaction in order to enter into an alternative transaction. The Voting Agreement Stockholders own in the aggregate 191,055,450 shares (or approximately 13%) of the Common Stock.

Agreement Regarding Right of First Offer

Sprint and Sprint HoldCo have also entered into an agreement (the “ROFO Agreement”) with the Voting Agreement Stockholders under which (i) if the Merger Agreement is terminated due to the failure of the Clearwire stockholders to approve the Merger and (ii) either (a) the SoftBank Transaction has been consummated or (b) the SoftBank Transaction shall have been terminated by Sprint in order for Sprint to enter into an alternative transaction and such alternative transaction shall have been consummated, then each such Voting Agreement Stockholder will, upon the later to occur of the events described in (i) or (ii), deliver a right of first offer notice to the other equityholders of Clearwire pursuant to the terms of the Equityholders’ Agreement, to offer to sell all of the equity securities of Clearwire and Clearwire Communications such entity owns at a price per share equal to the Merger Consideration. Sprint will then be obligated to elect to purchase any such equity securities in any such notice. The Voting Agreement Stockholders have agreed not to exercise their respective purchase rights with respect to any such notice it receives from the other Voting Agreement Stockholders. The ROFO Agreement will terminate upon the occurrence of certain events, including at the election of each Voting Agreement Stockholder if the SoftBank Transaction shall have been terminated by Sprint in order for Sprint to enter into an alternative transaction.

Note Purchase Agreement, Registration Rights Agreement, Indenture and Stock Delivery Agreement

In connection with the Merger Agreement, on December 17, 2012, Sprint entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Clearwire, Clearwire Communications and Clearwire Finance Inc. (together with Clearwire Communications, the “Clearwire Issuers”) pursuant to which Sprint has agreed to purchase from the Clearwire Issuers up to an aggregate principal amount of $800 million of 1.00% Exchangeable Notes due 2018 (the “Interim Notes”), upon the request of Clearwire, in monthly $80 million installments on the first business day of each month (each a “Draw Date”) beginning January 2013. The amount of Interim Notes that Clearwire can request that Sprint purchase is subject to, among other things, the authorization and reservation of the underlying securities and the underlying securities being eligible for issuance pursuant to the applicable rules and regulations of NASDAQ. Additionally, on the last three Draw Dates (in August, September and October 2013), the Clearwire Issuers can only request that Sprint purchase Interim Notes if an agreement has been reached on the accelerated build out of Clearwire’s wireless broadband network (the “Build-Out Agreement”) within 45 days of the date the Note Purchase Agreement is signed, the Build-Out Agreement is in full force and effect and none of Clearwire or the Clearwire Issuers have breached any of their obligations under the Build-Out Agreement.

The Interim Notes will be exchangeable by Sprint into either Class A Common Stock or Class B Interests at their election. The Interim Notes will become exchangeable if (a) the Merger Agreement is terminated for any reason (except under circumstances where Clearwire would receive, and does not reject, the Sprint Termination Fee (as defined in the Merger Agreement)), or (b) if the Merger is consummated, in each case at an exchange rate of 666.6700 shares per $1,000 aggregate principal amount of Interim Notes (equivalent to a price of $1.50 per share), subject to anti-dilution protections (the “Exchange Rate”). If the Merger Agreement is terminated as a result of a Fee Entitlement Termination, then $120 million principal amount of the Interim Notes will be automatically cancelled. In addition, if the Merger Agreement is terminated because the SoftBank Transaction is not consummated, Clearwire will have the option to exchange the Interim Notes that remain outstanding at the Exchange Rate for 15 business days following the termination of the SoftBank Transaction.

The Interim Notes will bear interest at a rate of 1.00% per annum, with interest payable semi-annually in arrears on June 1 and December 1, beginning on the first June 1 or December 1 to occur after the Interim Notes have been issued, and will have a stated maturity of June 1, 2018.

The Note Purchase Agreement includes customary representations, warranties and covenants, and also includes a covenant requiring Clearwire to hold a stockholders’ meeting to approve, among other things, an amendment to Clearwire’s amended and restated certificate of incorporation to increase its authorized share capital and to authorize the issuance of the Class A Common Stock and Class B Common Stock which may be issued upon exchange of the Interim Notes in accordance with the NASDAQ listing requirements.

The Note Purchase Agreement can be terminated, among other things, by mutual consent, automatically if the Clearwire Stockholder Approval is not obtained at Clearwire’s stockholder meeting, or if the Merger Agreement is terminated pursuant to its terms, provided that if the Note Purchase Agreement is terminated due to the Merger Agreement being terminated by reason of a failure of the SoftBank Transaction to be consummated or because of a breach of any representation, warranty, covenant or agreement by Sprint, then the Note Purchase Agreement will terminate upon the earlier of (i) Clearwire exercising its option to exchange the Interim Notes upon such termination and (ii) July 2, 2013; however, the Note Purchase Agreement will not terminate on July 2, 2013 if the Build-Out Agreement was reached within 45 days of the date the Note Purchase Agreement is signed, the Build-Out Agreement is in full force and effect and none of Clearwire or the Clearwire Issuers have breached any of their obligations under the Build-Out Agreement.

In connection with the Note Purchase Agreement, Sprint agreed to a form of registration rights agreement (the “Interim Notes Registration Rights Agreement”), a form of indenture (the “Indenture”) and a form of stock delivery agreement (the “Stock Delivery Agreement”) with Clearwire, the Clearwire Issuers and the guarantors of the Interim Notes (the “Guarantors”), each to be entered into upon the first issuance of the Interim Notes. The Interim Notes Registration Rights Agreement will provide that Clearwire must use its reasonable best efforts to file a registration statement under the federal securities laws registering the sale of all of the shares of Common Stock deliverable upon exchange of Initial Notes as described above, with such filing to be made prior to the 45th day following the earlier of the date the Note Purchase Agreement is terminated in accordance with its terms and October 1, 2013. Pursuant to the Indenture, the Interim Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Guarantors, and the Guarantors’ guarantees will rank in all respects pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and will be senior in right of payment to all existing and future subordinated indebtedness of such Guarantor. The Interim Notes will be subordinated to the fist lien indebtedness of the Guarantors. Pursuant to the Stock Delivery Agreement, Clearwire will agree to deliver the Class A Common Stock and Class B Interests in accordance with the terms of the Indenture and the Interim Notes.

Amendments to Equityholders’ Agreement

In connection with the Merger Agreement, on December 17, 2012, Sprint HoldCo, SN UHC 1, ERH, the Intel Entities, Middlefield Ventures, Inc. and Comcast, as strategic investor representative, entered into a Second Amendment to the Equityholders’ Agreement (the “Second Amendment”), pursuant to which the Equityholders’ Agreement was terminated with respect to ERH, except with respect to certain provisions that survive the Second Amendment. Consequently, as a result of the execution and delivery of the Second Amendment, ERH is no longer deemed an “Equityholder” under the Equityholders’ Agreement. Subsequently, on December 17, 2012, Sprint HoldCo, SN UHC 1, the Intel Entities, Middlefield Ventures, Inc. and Comcast, as strategic investor representative, entered into a Third Amendment to the Equityholders’ Agreement (the “Third Amendment”), pursuant to which such parties agreed, among other things, to amend the definition of “Percentage Interest” in the Equityholders’ Agreement, and make other conforming changes, so that any Class A Common Stock or Class B Interests issued by Clearwire to Sprint or any of its affiliates in connection with the Note Purchase Agreement will not be taken into account with respect to calculations determining board representation, preemptive, tag-along and other rights of the Equityholders under the Equityholders’ Agreement.

The foregoing descriptions of the Merger Agreement, Irrevocable Exchange Agreement, SoftBank Consent, Voting Agreement, ROFO Agreement, Note Purchase Agreement, Interim Notes Registration Rights Agreement, Indenture, Stock Delivery Agreement, Second Amendment and Third Amendment are only a summary, do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, Irrevocable Exchange Agreement, SoftBank Consent, Voting Agreement, ROFO Agreement, Note Purchase Agreement, Interim Notes Registration Rights Agreement, Indenture, Stock Delivery Agreement, Second Amendment and Third Amendment, which are filed as Exhibit 99.51, Exhibit 99.52, Exhibit 99.53, Exhibit 99.54, Exhibit 99.55, Exhibit 99.56, Exhibit 99.57, Exhibit 99.58, Exhibit 99.59, Exhibit 99.60 and Exhibit 99.61 hereto, respectively, and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As of December 17, 2012, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of up to the amounts listed in the table below and may be deemed to constitute a “group” under Section 13(d) of the Act.

Except as set forth or incorporated herein or in the Appendices to the Amendment D, none of (i) the Reporting Persons and (ii) to the Sprint Entities’ knowledge, the persons set forth on Appendix A-1—A-3 of the Schedule 13D, beneficially owns any shares of Class A Common Stock as of December 17, 2012.

In addition to the beneficial ownership of the Reporting Persons described herein, by virtue of the Equityholders’ Agreement and Voting Agreement, each of the Reporting Persons, together with the Comcast Entities, the BHN Entities, Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (the “Intel A”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), and Intel Capital (Cayman) Corporation, a Cayman Islands corporation (“Intel Cayman” and, together with Intel A and Intel Capital, the “Intel Entities”), may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own, have shared power to vote or direct the vote over and have shared dispositive power over the following shares of Class A Common Stock beneficially owned by the Comcast Entities, the BHN Entities and the Intel Entities:

As described in Items 4 and 6 of this Schedule 13D, the Equityholders’ Agreement includes a voting agreement under which such Equityholders and their respective affiliates share the ability to elect a majority of the Issuer’s directors and the Voting Agreement includes a voting agreement under which the Equityholders and their respective affiliates agree to vote their shares of Common Stock to support the Merger. The Reporting Persons disclaim beneficial ownership of the shares of capital stock beneficially owned by such other Equityholders (other than the shares of capital stock beneficially owned by the Reporting Persons).

(c) Except as set forth or incorporated herein or in the Appendices to the Schedule 13D, none of (i) the Reporting Persons and (ii) to the Sprint Entities’ knowledge, the persons set forth on Appendices A-1—A-3 of the Schedule 13D, has effected any transaction in Class A Common Stock during the 60 days prior to December 17, 2012.

(d) Not applicable.

(e) Not applicable.

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

Item 6 of the Schedule 13D is amended and supplemented with the information contained in Item 4 of this Amendment, which is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits.

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

SIGNATURE

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

Dated: December 18, 2012

Appendix A-1

EXECUTIVE OFFICERS AND DIRECTORS

OF

SPRINT

Set forth below is a list of each executive officer and director of Sprint setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to such individual’s employment with Sprint and each individual is a United States citizen.

Appendix A-2

EXECUTIVE OFFICERS AND DIRECTORS

OF

SPRINT HOLDCO

Set forth below is a list of each executive officer and director of Sprint HoldCo setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to such individual’s employment with Sprint HoldCo and each individual is a United States citizen.

Appendix A-3

EXECUTIVE OFFICERS AND DIRECTORS

OF

SN UHC 1

Set forth below is a list of each executive officer and director of SN UHC 1 setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to such individual’s employment with SN UHC 1 and each individual is a United States citizen.

EXHIBIT INDEX

Exhibit 99.52

EXECUTION VERSION

IRREVOCABLE EXCHANGE AGREEMENT

This Irrevocable Exchange Agreement (this “Agreement”), dated as of December 17, 2012, is made by and among Clearwire Corporation, a Delaware corporation (the “Company”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”) and Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel”).

WHEREAS, reference is hereby made to: (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 17, 2012, by and among the Company, Sprint and Collie Acquisition Corp., a Delaware corporation (“Merger Sub”); (ii) that certain Amended and Restated Operating Agreement (the “Operating Agreement”) of Clearwire Communications LLC (“Clearwire Communications”), dated as of November 28, 2008, by and among the Company, Sprint HoldCo, LLC, a Delaware limited liability company, and Intel; (iii) the Restated Certificate of Incorporation of the Company, dated as of November 28, 2008, as amended (the “Charter”); and (iv) that certain Voting and Support Agreement (the “Voting Agreement”), dated as of December 17, 2012, among the Company and the persons named on Schedule A thereto. Capitalized terms used herein but not defined shall have the meanings given to such terms in the Merger Agreement, the Operating Agreement or the Charter (as the context may require).

WHEREAS, Intel is the record and/or beneficial owner of 65,644,812 shares of the Company’s Class B Common Stock and 65,644,812 Class B Units;

WHEREAS, subject to the terms and conditions of the Merger Agreement, at the Effective Time: (i) Merger Sub will be merged with and into the Company (the “Merger”) with the Company as the surviving corporation in the Merger and as a wholly-owned subsidiary of Sprint; and (ii) each share of the Company’s Class A Common Stock that is issued and outstanding prior to the Effective Time held by the Public Stockholders will be converted into the right to receive the Merger Consideration, and, when so converted, will automatically be canceled and will cease to exist, subject to the provisions of Section 1.6 thereof; and

WHEREAS, Intel desires to exchange the Intel Interests (as defined below) for shares of the Company’s Class A Common Stock immediately prior to the Effective Time, which shall be converted into the right to receive the Merger Consideration at the Effective Time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

*        *        *         *        *        *

1. Irrevocable Exchange of Shares.

(a) Upon execution of this Agreement, Intel hereby irrevocably elects to exchange (the “Share Exchange”) each share of Class B Common Stock (together with each corresponding Class B Unit) held by or on account of itself and its Affiliates (collectively, the “Intel Interests”), into the corresponding number of shares of Class A Common Stock, in

accordance with Section 7.9 of the Operating Agreement and Section 5.1 of the Charter, effective immediately prior to the Effective Time (as defined in the Merger Agreement); provided, however, that if the Merger is not consummated for any reason at such time, the Share Exchange shall be void ab initio and Intel shall retain the Intel Interests.

(b) Notwithstanding anything to the contrary contained in Section 7.9 of the Operating Agreement, the parties to this Agreement agree that execution of this Agreement shall constitute timely delivery of an Exchange Notice to the Company.

2. Escrow. Upon execution of this Agreement by the parties hereto, Intel covenants and agrees to deposit, within five (5) Business Days after the date hereof, all of the Intel Interests with the Company to hold such Intel Interests in escrow (the “Escrow”) until the earlier to occur of (i) the consummation of the Share Exchange or (ii) termination of this Agreement in accordance with its terms. If this Agreement is terminated in accordance with its terms, the Company shall promptly return to Intel all Intel Interests then being held by the Company. At any time that the Intel Shares are being held in the Escrow in accordance with this Agreement, Intel shall not Transfer the Intel Shares except as permitted by the Voting Agreement. Following any Transfer permitted by the Voting Agreement, the Intel Interests shall remain in the Escrow in accordance with this Agreement and, prior to any such transfer, Intel shall cause the transferee to be bound by the terms of, and execute a joinder to, this Agreement with respect to the Intel Interests.

3. Termination. This Agreement shall terminate upon the earliest to occur of: (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the written agreement of Intel, the Company and Sprint; provided, however, that Intel shall have the right to terminate this Agreement by written notice to the Company and Sprint if the terms of the Merger Agreement, the Note Purchase Agreement, the Notes or the Indenture are amended, modified or waived without the prior written consent of Intel, but only if such amendment, modification or waiver creates any additional condition to the consummation of the Merger or the transactions contemplated under the Note Purchase Agreement, the Notes and the Indenture, reduces the amount of the Merger Consideration, changes the form of the Merger Consideration or otherwise adversely affects Intel (in its capacity as a stockholder of Clearwire or equityholder of Clearwire LLC), provided that any amendment, waiver or modification that results in a delay in the timing of the Closing (but not beyond December 31, 2013) but does not have any other adverse effect on Intel in such capacity will not constitute grounds for termination of this Agreement.

4. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

5. Assignment. No party may assign its rights or obligations hereunder without the prior written consent of the other parties hereto.

6. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company, Clearwire Communications or Sprint any direct or indirect ownership or

incidence of ownership of or with respect to the Intel Interests. All rights, ownership and economic benefits of and relating to the Intel Interests shall remain vested in and belong to Intel, including without limitation the right to vote of any of the Intel Interests.

7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8. Governing Law. This Agreement will be governed by the laws of the State of Delaware without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the courts of the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

9. Notices. All notices required to be provided hereunder shall be provided in accordance with Section 7.5 of the Merger Agreement, as between the Company and Sprint, and Section 11.5 of the Operating Agreement, as between or among the Company or Sprint, on the one hand, and Intel, on the other hand.

10. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity.

11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Exhibit 99.53

CONSENT AND AGREEMENT

THIS CONSENT AND AGREEMENT (this “Consent”) is made as of the 17th day of December, 2012, by and among SOFTBANK CORP., a Japanese kabushiki kaisha (“SoftBank”), Starburst II, Inc., a Delaware corporation (“Parent”) and Sprint Nextel Corporation, a Kansas corporation (the “Company”).

WHEREAS, SoftBank, Parent and the Company entered into an Agreement and Plan of Merger, dated as of October 15, 2012 (the “SoftBank/Company Merger Agreement”), to which Starburst I, Inc., a Delaware corporation and a wholly owned subsidiary of SoftBank, and Starburst III, Inc., a Kansas corporation and a wholly owned subsidiary of Parent (“SoftBank Merger Sub”) are also parties, pursuant to which SoftBank Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent;

WHEREAS, pursuant to Section 5.2 of the SoftBank/Company Merger Agreement, the Company is prohibited from taking certain actions without the consent of Parent;

WHEREAS, it is proposed that the Company enter into an Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit A (the “Company/Clearwire Merger Agreement”), with Clearwire Corporation, a Delaware corporation (“Clearwire”), and Collie Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Company Merger Sub”), pursuant to which, subject to the terms and conditions of the Company/Clearwire Merger Agreement, Company Merger Sub would merge with and into Clearwire, with Clearwire surviving the merger as a wholly owned subsidiary of the Company (the “Company/Clearwire Merger”);

WHEREAS, in connection with the Company/Clearwire Merger Agreement, it is proposed that the Company enter into a Note Purchase Agreement, substantially in the form attached hereto as Exhibit B (the “Note Purchase Agreement”), with Clearwire Communications LLC, a Delaware limited liability company (“Clearwire OpCo”) and Clearwire Finance, Inc., a Delaware corporation (“Clearwire Finance”), pursuant to which the Company would purchase one or more exchangeable notes issued by Clearwire OpCo and Clearwire Finance (the “Note Purchase”, and together with the Company/Clearwire Merger and the other transactions contemplated by the Company/Clearwire Merger Agreement and the Note Purchase Agreement, the “Transactions”), on the terms and conditions set forth in the Note Purchase Agreement and any other documents contemplated thereby; and

WHEREAS, pursuant to Section 5.2 of the SoftBank/Company Merger Agreement, the Company has requested that each of SoftBank and Parent, and each of SoftBank and Parent has agreed to, provide its written consent to the execution and delivery of the Clearwire Merger Agreement and the Note Purchase Agreement (such agreements, together with any related material agreements and instruments, collectively, the “Transaction Agreements”) by the Company and Company Merger Sub and the performance by the Company and Company Merger Sub of their respective obligations thereunder.

NOW, THEREFORE, the parties hereby agree as follows:

1. Without limiting the provisions of Section 2 below, each of SoftBank and Parent hereby consents for purposes of Section 5.2 of the SoftBank/Company Merger Agreement to (i) the execution and delivery by the Company and Company Merger Sub of the Company/Clearwire Merger Agreement, (ii) the execution and delivery by the Company of the Note Purchase Agreement, (iii) the execution and delivery by the Company and Company Merger Sub of all documents required or contemplated by any of the Transaction Agreements to be executed by the Company or Company Merger Sub contemporaneously therewith, (iv) the performance by the Company and Company Merger Sub of their respective obligations under the Transaction Agreements, and (v) the consummation of the Transactions.

2. Subject to and without limiting any existing rights of SoftBank and the other Parent Entities (as defined therein) under the SoftBank/Company Merger Agreement, the Company hereby agrees that, at all times during the Pre-Closing Period (as defined in the SoftBank/Company Merger Agreement), the Company:

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3. Without limiting and subject to the foregoing, each of SoftBank and Parent consents to the Company taking such actions and making such decisions as the Company determines in good faith to be necessary or desirable in connection with the consummation of the Transactions by the Company and Company Merger Sub, whether by reason of the exercise of the fiduciary duties of the Company’s Board of Directors or otherwise, including the preparation, execution, delivery and filing of, or causing to be prepared, executed, delivered and filed, all reports, statements, documents, and information deemed by the Company to be necessary or appropriate pursuant to applicable federal and state laws.

4. Upon the written request of SoftBank or Parent, given at any time after adoption of the SoftBank/Company Merger Agreement by the Company’s stockholders, stating that neither SoftBank nor Parent has any reason to believe that any condition to the closing of the transactions contemplated by such agreement is impossible or unlikely to be satisfied by the End Date (as defined in the SoftBank/Company Merger Agreement), and that SoftBank or Parent expects such closing to occur on a date not more than 30 days after the date of such written request, the Company will promptly and effectively waive the condition to the Company’s obligations set forth described in Section 5.3(e) of the Company/Clearwire Merger Agreement unless the Company determines in good faith that doing so would be reasonably expected to result in a material adverse effect on the Company, its operations or its financial condition, in which case the Company will promptly inform SoftBank and Parent of such determination. No such determination shall preclude SoftBank or Parent from giving one or more additional requests of the type described in this paragraph.

5. This Consent and Agreement will be governed by the laws of the State of Delaware. This Consent and Agreement may be executed in counterparts.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of SoftBank, Parent and the Company has executed this Consent and Agreement as of the date first set forth above.

[Signature Page to SOFTBANK CORP. Consent]

Exhibit 99.54

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 17, 2012, is entered into among Clearwire Corporation, a Delaware corporation (“Clearwire”), and the Persons named on Schedule A hereto (each is referred to as a “Stockholder” and collectively as the “Stockholders”), solely in their respective individual capacities as stockholders of Clearwire, and equityholders of Clearwire Communications, LLC, a Delaware limited liability company (the “Clearwire LLC”), as applicable.

W I T N E S S E T H:

WHEREAS, Clearwire and Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), are parties to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, whereby Acquisition Corp. will be merged with and into Clearwire (the “Merger”) with Clearwire surviving the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Stockholders, Clearwire and Sprint HoldCo, LLC, a wholly owned subsidiary of Sprint, are parties to that certain Equityholders’ Agreement, dated as of November 28, 2008, as amended (the “Equityholders’ Agreement”);

WHEREAS, the Stockholders, Clearwire and Sprint Holdco, LLC are entering into a Third Amendment to the Equityholders’ Agreement contemporaneously with the execution and delivery hereof;

WHEREAS, each Stockholder is the sole beneficial owner and holds sole voting power of the shares of Class A common stock, par value $0.0001 per share, of Clearwire (the “Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of Clearwire (the “Class B Common Stock” and, together with the Class A Common Stock, the “Clearwire Common Stock”), set forth opposite such Stockholder’s name on Schedule A attached hereto (all of the shares of Clearwire Common Stock owned by the Stockholders as of the date hereof being hereinafter referred to as the “Existing Clearwire Shares” and, together with any shares of Clearwire Common Stock or other voting capital stock of Clearwire and any voting securities convertible into or exercisable or exchangeable for shares of Clearwire Common Stock or other voting capital stock of Clearwire, in each case that the Stockholder has or acquires ownership of on or after the date hereof, as the “Clearwire Shares”); and

WHEREAS, as a condition and inducement to the willingness of each of Clearwire and Sprint to enter into the Merger Agreement, each Stockholder has agreed to vote all of its Clearwire Shares pursuant to, and in accordance with, the terms and conditions of this Agreement and to certain other matters set forth herein.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the parties agree as follows:

1. Capitalized Terms. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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2. Voting of Shares. During the Term (as hereinafter defined), each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, at any annual, special or other meeting of the stockholders of Clearwire (“Clearwire Stockholders”) called for the purpose of voting upon the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, the approval of matters subject to a vote of the Clearwire Stockholders pursuant to the Note Purchase Agreement, or the approval of any Acquisition Proposal (a “CIC Stockholders Meeting”), and at any adjournment or postponement thereof, such Stockholder will:

(a) appear in person or by proxy at each CIC Stockholders Meeting or otherwise cause all of the Clearwire Shares beneficially owned by such Stockholder at such time to be counted as present at such meeting for purposes of calculating a quorum; and

(b) vote (or cause to be voted) all of the Clearwire Shares beneficially owned by such Stockholder at such time, in person or by proxy, (i) in favor of approving and adopting the Merger Agreement, (ii) in favor of the matters to be voted upon by Clearwire Stockholders at the Parent Stockholders Meeting (as defined in the Note Purchase Agreement) pursuant to Section 7.01(c) of the Note Purchase Agreement (the “Note Issuance Required Vote”), (iii) in favor of any proposal to adjourn or postpone any CIC Stockholders Meeting to a later date (but prior to the expiration of the Term) if there are not sufficient votes for approval of such matters on the date on which such CIC Stockholders Meeting is held to vote on any of the foregoing matters (the “Covered Matters”), and (iv) against (A) any Acquisition Proposal (other than the Merger), (B) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement or, to the knowledge of such Stockholder, of Clearwire under the Merger Agreement or the Note Purchase Agreement and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, postpone, prevent, discourage, adversely affect or inhibit the timely consummation of the Merger, the issuance of the Notes (or Clearwire Common Stock or Clearwire LLC units for which such Notes will be exchangeable) pursuant to the Note Purchase Agreement or, to the knowledge of such Stockholder, the fulfillment of Sprint’s, Clearwire’s, Clearwire LLC’s or Acquisition Corp.’s conditions under the Merger Agreement or the Note Purchase Agreement or such Stockholder’s obligations under this Agreement or change in any manner the present capitalization of Clearwire or Clearwire LLC or the voting rights of any class of shares of Clearwire (including any amendments to Clearwire’s Certificate of Incorporation or Bylaws).

(c) The obligations of such Stockholder specified in Sections 2(a) and 2(b) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of Clearwire (or any committee thereof).

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(d) Except as expressly set forth in this Agreement or the Equityholders’ Agreement, each Stockholder may vote the Clearwire Shares beneficially owned by it in its discretion on all matters submitted for the vote of stockholders of Clearwire.

3. Stop Transfer Instruction; Legend. Each Stockholder hereby directs Clearwire to, promptly following the date hereof, deliver written instructions to Clearwire’s transfer agent stating that the Clearwire Shares owned by such Stockholder may not be Transferred (as hereinafter defined) during the Term without the prior written consent of Clearwire and Sprint or except as provided in this Agreement and requesting that a legend be placed on the certificates (to the extent the Clearwire Shares are certificated) representing the Existing Clearwire Shares owned by such Stockholder as set forth below:

“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, encumbered, assigned, distributed, hypothecated, tendered or otherwise disposed of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law, except in accordance with and subject to the terms and conditions of the Voting and Support Agreement dated December 17, 2012, between the registered holder hereof and Clearwire Corporation.”

4. No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that such Stockholder, except as expressly provided in any Equityholder Related Agreements (as defined below) or this Agreement, (a) has not entered, and shall not enter at any time during the Term, into any voting agreement, voting trust or option agreement with respect to the Clearwire Shares owned by such Stockholder, (b) has not granted, and shall not grant at any time during the Term, a proxy, a consent or power of attorney with respect to a CIC Stockholders Meeting and with respect to the Clearwire Shares owned by such Stockholder, and (c) has not taken and shall not take any action with the express intention of making any representation or warranty of such Stockholder contained herein untrue or incorrect or preventing or disabling such Stockholder from performing any of its obligations under this Agreement.

5. Representations and Warranties of the Stockholders. Each Stockholder (severally and not jointly) hereby represents and warrants, severally as to such Stockholder and not jointly, to Clearwire as follows:

(a) Authorization; Validity of Agreement; Necessary Action. Such Stockholder (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the requisite corporate or other entity power and authority to execute and deliver this Agreement, and to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. No other corporate or other entity actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of and is enforceable against Clearwire and the other Stockholders, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance

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with its terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles.

(b) Ownership. As of the date hereof, (i) Schedule A attached hereto sets forth the Existing Clearwire Shares beneficially owned by such Stockholder, and (ii) such Existing Clearwire Shares constitute all of the shares of Clearwire Common Stock beneficially owned by such Stockholder. Except as set forth on Schedule B (the agreements set forth on Schedule B, the “Equityholder Related Agreements”), there are no existing agreements or arrangements between such Stockholder or any of its affiliates (other than Clearwire), on one hand, and any other Stockholder or any of its Subsidiaries, on the other hand, relating to the Existing Clearwire Shares beneficially owned by such Stockholder or any of its affiliates (other than Clearwire) that would, either individually or in the aggregate, prevent, delay or impair the ability of such Stockholder to perform its obligations hereunder and to consummate the transactions contemplated hereby on a timely basis. Subject to Sections 7(a), 8(a) and 8(q), such Stockholder has and will have at all times, directly or indirectly, through the Term, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Clearwire Shares beneficially owned by such Stockholder at any closing date of the Merger, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws, the terms of this Agreement and any Equityholder Related Agreements. Subject to Sections 7(a), 8(a) and 8(q), such Stockholder has and, until consummation of the Merger, will have, good and marketable title to the Clearwire Shares owned by such Stockholder, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and encumbrances of any nature whatsoever (“Liens”), except for Liens expressly provided in any of the Equityholder Related Agreements or this Agreement.

(c) No Violation. Subject to Section 5(d), the execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of its obligations under this Agreement will not, (i) conflict with or violate any Law (as defined in the Equityholders’ Agreement) applicable to such Stockholder or by which any of its assets or properties is bound or any certificate of incorporation, bylaws or other organizational documents of such Stockholder or (ii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or require redemption or repurchase of or otherwise require the purchase or sale of, or result in the creation of any Lien on, the Existing Clearwire Shares owned by such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of the Existing Clearwire Shares owned by such Stockholder is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

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(d) Consents and Approvals. The execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of its obligations under this Agreement will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing (other than filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with or notification to, any Governmental Entity based on any applicable Law, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(e) Absence of Litigation. As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder before or by any Governmental Entity that would impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(f) Reliance by Clearwire and Sprint. Such Stockholder understands, acknowledges and agrees that Clearwire and Sprint are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other matters specified therein.

6. Representations and Warranties of Clearwire. Clearwire hereby represents and warrants to each Stockholder as follows:

(a) Authorization; Validity of Agreement; Necessary Action. It (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. No other actions or proceedings on its part are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of and is enforceable against the Stockholders, this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with the terms hereof, subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles.

(b) No Violation. Except as set forth in the Company Disclosure Letter or in the exceptions to the representations and warranties contained in Section 2.5 of the Merger Agreement, its execution and delivery of this Agreement does not, and its performance of its obligations under this Agreement will not, (a) conflict with or violate any Law applicable to it or by which any of its assets or properties is bound or its certificate of incorporation, bylaws or other organizational documents or (b) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or

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cancellation of, or require payment under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party or by which it is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(c) Consents and Approvals. Except as set forth in the Company Disclosure Letter or in the exceptions to the representations and warranties contained in Section 2.5 of the Merger Agreement, its execution and delivery of this Agreement does not, and its performance of its obligations under this Agreement will not, require it to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on any applicable Law, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

7. Covenants of the Stockholders. Each Stockholder (severally and not jointly) hereby covenants and agrees, severally as to such Stockholder and not jointly, that:

(a) Transfers. Except (i) as expressly contemplated hereby or by the Merger Agreement or as required by a court of competent jurisdiction or by any applicable Law, (ii) any Transfer (as defined below) of shares of capital stock of, or any other securities, rights, warrants, options or obligations to acquire or exchangeable for or convertible into shares of capital stock of, any Parent (as defined in the Equityholders’ Agreement) of any Stockholder or (iii) any Transfer (as defined below) of Clearwire Shares by a Stockholder to a wholly-owned subsidiary of any Parent (as defined in the Equityholders’ Agreement) of such Stockholder (a “Transferee Subsidiary”) that agrees to be bound by the terms of, and signs a joinder to, this Agreement as a “Stockholder”, during the time period from the date hereof through the earlier to occur of (x) the first date on which both the Required Company Stockholder Vote and Note Issuance Required Vote have been obtained and (y) the expiration of the Term, such Stockholder shall not (directly or indirectly), sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any redemption, share purchase or sale, recapitalization or other agreement with Clearwire or any other person, or enter into any contract, option or other arrangement or understanding with respect to the voting of or any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Clearwire Shares beneficially owned by such Stockholder, any Clearwire Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Clearwire Common Stock, any other capital stock of Clearwire or any interest in any of the foregoing.

(b) Stock Dividends and Distributions. In case of a stock dividend or distribution, or any change in Clearwire Common Stock by reason of any stock dividend or other

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distribution of stock, split-up, recapitalization, reverse stock split, reclassification, reincorporation, combination, exchange of shares or the like, the term “Clearwire Shares” shall be deemed to refer to and include the Clearwire Shares as well as all such stock dividends and stock distributions and any securities into which or for which any or all of the Clearwire Shares may be changed or exchanged or that are received in any such transaction.

(c) Additional Shares. Until the expiration of the Term, such Stockholder shall notify Clearwire promptly (and in any event within two Business Days) in writing of the number of any additional Clearwire Shares acquired by such Stockholder, if any, after the date hereof.

(d) Prohibited Actions. Such Stockholder agrees that, until the expiration of the Term, subject to the provisions of Section 8(r), such Stockholder shall not, and shall not knowingly permit any of such Stockholder’s representatives or agents to, (i) engage in any conduct described in Section 4.3(b)(i), (ii) or (iii) of the Merger Agreement as it relates to an Acquisition Proposal (other than the Merger) or (ii) exercise, assert or perfect, or attempt to exercise, assert or perfect, any rights under Section 262 of the DGCL with respect to the Merger.

(e) Waivers. (i) Each Stockholder, for itself and any of its Affiliates, hereby waives any rights it or any of its Affiliates has or may have pursuant to Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.7 and Section 3.8 of the Equityholders’ Agreement, Section 7.10 and Article VIII of the Amended and Restated Operating Agreement of Clearwire LLC (as in effect on the date hereof, the “Clearwire LLC Agreement”), any provision of the Strategic Investor Agreement or the requirement pursuant to Section 1 of the Qualifying Purchase Waiver (as hereinafter defined) to give a Qualifying Purchase Notice (as defined in the Equityholders’ Agreement) prior to or in connection with the Merger Agreement, in each case in connection with the transactions contemplated by the Merger Agreement, the Note Purchase Agreement and this Agreement; provided that, in the event that the Merger Agreement is terminated other than pursuant to Section 6.1(b)(iii) of the Merger Agreement, Clearwire (i) provides prompt written notice of such termination to each Stockholder and (ii) takes all steps necessary to enable each Stockholder other than Sprint to effectively exercise, within 30 days of receipt of such notice, its rights under Section 3.5 of the Equityholders’ Agreement and/or Section 7.10 of the Clearwire LLC Agreement (as applicable) with respect to its purchase of its Preemptive Right Pro Rata Share (as defined in the Equityholders’ Agreement and the Clearwire LLC Agreement, respectively, and based on the relative ownership of Clearwire Shares and/or Common Units (as defined in the Clearwire LLC Agreement), as applicable, of such Stockholder, the other Stockholders and Sprint immediately prior to the issuance of any Notes to Sprint pursuant to the Note Purchase Agreement and this Section 7(e)) of the Notes issued to Sprint under the Note Purchase Agreement (through the purchase of Notes identical to those issued to Sprint or its Affiliates thereunder) on the terms specified in Section 3.5 of the Equityholders’ Agreement and/or Section 7.10 of the Clearwire LLC Agreement, as applicable, with such necessary changes to the terms thereof as are necessitated to give effect to the foregoing. Each Stockholder, for itself and any of its Affiliates, acknowledges that the transactions contemplated by this Agreement and the Merger Agreement constitute

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a Qualifying Purchase (as defined in the Equityholders’ Agreement). For purposes of this Section 7(e), “Qualifying Purchase Waiver” means the Waiver, dated as of December 5, 2012, by and among Clearwire, Sprint Holdco, LLC, the Stockholders and the other parties thereto, with respect to Section 3.8 of the Equityholders’ Agreement.

(f) Consents. Each Stockholder, for itself and any of its Affiliates, hereby approves, adopts and authorizes the following actions to be taken by Clearwire or Clearwire LLC, as applicable: (i) the matters to be voted upon in the Note Issuance Required Vote; (ii) the issuance of shares of Class B Common Stock and Class B Common Units (as defined in the Equityholders’ Agreement) (or securities convertible into such shares or units) as contemplated by the Note Purchase Agreement; and (iii) the transactions contemplated by the Merger Agreement and Note Purchase Agreement to the extent such transactions require approval under Section 2.7(a) of the Equityholders’ Agreement.

8. Miscellaneous.

(a) Termination. This Agreement shall terminate upon the earliest to occur of: (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the written agreement of all Stockholders, Clearwire and Sprint; provided, however, that each Stockholder shall have the right to terminate this Agreement as to itself by written notice to Clearwire and Sprint if (x) the terms of the Merger Agreement, the Note Purchase Agreement, the Notes or the Indenture are amended, modified or waived without the prior written consent of such Stockholder, but only if such amendment, modification or waiver creates any additional condition to the consummation of the Merger or the transactions contemplated under the Note Purchase Agreement, the Notes and the Indenture, reduces the amount of the Merger Consideration, changes the form of the Merger Consideration or otherwise adversely affects such Stockholder (in its capacity as a stockholder of Clearwire or equityholder of Clearwire LLC), provided that any amendment, waiver or modification that results in a delay in the timing of the Closing (but not beyond December 31, 2013) but does not have any other adverse effect on such Stockholder in such capacities will not constitute grounds for termination of this Agreement, (y) the Required Company Stockholder Vote is not obtained at the Company Stockholders’ Meeting or any adjournment thereof or (z) Sprint shall have terminated the Sprint-SoftBank Merger Agreement pursuant to Section 8.1(j) of the Sprint-SoftBank Merger Agreement in order to enter into a Replacement Sprint Merger Agreement. With respect to each Stockholder, the period from the date of this Agreement up to and through the termination of this Agreement in accordance with the foregoing is referred to herein as the “Term” (it being understood, for the avoidance of doubt, that the term “Term” shall be determined on a Stockholder-by-Stockholder basis). Notwithstanding the foregoing, however, Sections 8(c) through 8(s) shall not terminate and shall remain in full force and effect after termination of this Agreement and no termination of this Agreement shall relieve any of the parties hereto from the consequences of any breach of this Agreement by such party prior to the termination of this Agreement.

(b) Further Assurances. From time to time, (i) at Clearwire’s request and without further consideration, each Stockholder shall execute and deliver such additional documents

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and take all such further action as may be reasonably necessary (without adverse consequences to such Stockholder) to consummate the transactions contemplated by this Agreement, including, without limitation, any consent or other documents or actions necessary under the operating agreement of Clearwire LLC or the Equityholders’ Agreement, and (ii) at any Stockholder’s request and without further consideration, Clearwire shall execute and deliver such additional documents and take all such further action as may be reasonably necessary (without adverse consequences to it) to consummate the transactions contemplated by this Agreement.

(c) No Ownership Interest. All rights, ownership and economic benefits of and relating to the Clearwire Shares shall remain vested in and belong to such Stockholder, and neither Clearwire nor Sprint shall have any authority to exercise any power or authority to direct any Stockholder in the voting of any of the Clearwire Shares, except in each case as otherwise provided herein or in the Equityholders’ Agreement.

(d) Expenses. All costs and expenses (including legal fees) incurred in connection with the preparation and negotiation of this Agreement shall be paid by the party incurring such expenses.

(e) Notices. All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by nationally recognized overnight courier (providing proof of delivery) or mailed by prepaid registered or certified mail (return receipt requested) or sent by facsimile transmission (providing confirmation of such facsimile transmission) addressed as follows:

if to Clearwire to:

Clearwire Corporation

1475 120th Avenue Northeast

Bellevue, Washington 98005

Attention: Chief Executive Officer

Fax: (425) 505-6505

with required copies to (which shall not constitute notice):

Clearwire Corporation

1475 120th Avenue Northeast

Bellevue, Washington 98005

Attention: Legal Department

Fax: (425) 216-7776

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: David Fox

       Joshua Korff

       David Feirstein

Fax: (212) 446-4640

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And a copy on behalf of the Special Committee to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Robert E. Spatt

       Marni J. Lerner

Fax: (212) 455-2502

if to Sprint to:

Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Attention: General Counsel

Fax: (913) 794-1432

with required copies to (which shall not constitute notice):

King & Spalding LLP

1180 Peachtree Street, N.E.

Atlanta, Georgia 30309

Attention: Michael J. Egan

Fax: (404) 572-5100

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention: Thomas H. Kennedy

       Jeremy D. London

Fax: (212) 735-2000

if to any Stockholder, to the address set forth on such Stockholder’s signature page hereto, with a copy to (which shall not constitute notice) to such other person as noted on such signature page;

or as to any addressee to such other address as shall be furnished in writing by such addressee, and any such notice or communication shall be deemed to have been given as of the date received by the addressee as provided above; provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received by such addressee at 9:00 a.m. (addressee’s local time) on the next Business Day.

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(f) Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. Definitions used herein are applicable to the singular as well as the plural forms of such terms and pronouns shall include the corresponding masculine, feminine or neuter forms.

(g) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by means of facsimile transmission or e-mailed signature pages, and the parties adopt any signatures so received as original signatures of the parties.

(h) Entire Agreement. This Agreement, together with the Merger Agreement as applicable, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law thereof.

(j) Venue. The parties (i) agree that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely in the state or federal courts of the State of Delaware, (ii) consent to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to arising out of this Agreement or the transactions contemplated hereby and (iii) waive any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court.

(k) Service of Process. Each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to this Agreement. Nothing in this Agreement will affect the right of a party to serve process in another manner permitted by Law.

(l) 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, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.

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(m) Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of (i) each of the parties and (ii) Sprint. Each party may only waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other party or parties that are the intended beneficiary or beneficiaries of such waiver provided that any waiver by Clearwire shall also require the written consent of Sprint. Notwithstanding anything to the contrary contained in this Agreement, any action, approval, authorization, waiver, termination or consent taken, given or made by Clearwire in respect of this Agreement, after the date hereof but prior to the Effective Time, shall not be effective unless such action, approval, authorization, waiver, termination or consent shall have received the prior approval of the Special Committee.

(n) Specific Performance. Clearwire acknowledges and agrees that each Stockholder would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, Clearwire agrees that each Stockholder shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, this being in addition to any other remedy to which such Stockholder shall be entitled at law or in equity. Each Stockholder acknowledges and agrees that each of Clearwire and Sprint would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Stockholder agrees that each of Clearwire and Sprint shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, this being in addition to any other remedy to which Clearwire or Sprint shall be entitled at law or in equity.

(o) Public Announcement; Disclosure. Each Stockholder shall not issue any press releases or otherwise make any public statements with respect to the transactions contemplated herein, except as permitted under the confidentiality agreement entered into by such Stockholder with Clearwire in connection with the transactions contemplated hereby. Each Stockholder hereby authorizes Clearwire and Sprint to publish and disclose in any announcement or disclosure required by the SEC or the New York Stock Exchange and in the Proxy Statement its identity and ownership of the Clearwire Shares and the nature of its commitments, arrangements and understandings under this Agreement.

(p) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

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(q) Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by such party (whether by operation of law or otherwise) without the prior written consent of the other party; provided, however, that (i) Clearwire shall be permitted to transfer its rights hereunder to any affiliate of Clearwire, so long as Clearwire continues to be liable for its obligations under this Agreement and (ii) any Stockholder shall be permitted to transfer its rights and obligations hereunder to a Transferee Subsidiary, so long as such Tranferee Subsidiary agrees to be bound by the terms of, and sign a joinder to, this Agreement as a “Stockholder” and notice thereof is given to Clearwire and Sprint. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective heirs, successors and permitted assigns. This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder. Notwithstanding the foregoing, Sprint is an express third party beneficiary of this Agreement and may enforce this Agreement directly against Clearwire and each of the Stockholders, and this Agreement may not be amended, modified or supplemented by the parties hereto without the prior written consent of Sprint.

(r) Fiduciary Duties. Each Stockholder is entering into this Agreement solely in such Stockholder’s capacity as a beneficial owner of its Clearwire Shares and not in its capacity as a director or officer of Clearwire. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall limit, govern, restrict, impair or otherwise affect any Stockholder’s ability or right to act in its capacity as a director or officer of Clearwire or to discharge its fiduciary and other duties to the stockholders of Clearwire in any such capacity under any applicable Law.

(s) Other Agreements. Clearwire acknowledges and agrees that none of the execution and delivery of this Agreement or the Merger Agreement by any of the parties hereto or thereto, or the consummation of the transactions contemplated hereby or thereby, shall in any way modify, amend or affect the rights and obligations of any of the parties under (i) the 4G MVNO Agreement, dated as of November 28, 2008, among Clearwire LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P., (ii) the MVNO Support Agreement, dated as of May 7, 2008, among Sprint Spectrum L.P., Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC, and (iii) the Market Development Agreement, dated as of November 28, 2008, between Intel Corporation and Clearwire LLC, in each case as amended from time to time, all of which shall remain in full force and effect in accordance with the terms thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties have signed or have caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first above written.

if to any of the Stockholders listed on this page to:

Intel Corporation

220 Mission College Blvd., MS RN6-65

Santa Clara, California 95054-1549

Attention: President, Intel Capital

Facsimile No.: (408) 765-8871

Intel Corporation

220 Mission College Blvd., MS RN6-59

Santa Clara, California 95054-1549

Attention: Intel Capital Portfolio Manager

Facsimile No.: (408) 653-6796

Intel Corporation

220 Mission College Blvd., MS RN4-151

Santa Clara, California 95054-1549

Attention: Intel Capital Group General Counsel

Facsimile No.: (408) 653-9098

with required copies to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road, Palo Alto, CA 94304-1211

Fax: + 1 650.849.5050

Attn: Gregory T. Davidson

if to the above Stockholder to:

c/o Bright House Networks, LLC

c/o Advance/Newhouse Partnership

5000 Campuswood Drive

East Syracuse, NY 13057

Attn: Leo Cloutier

Facsimile No.: (315) 438-4642

with required copies to (which shall not constitute notice):

Sabin, Bermant & Gould LLP

Four Time Square

New York, NY 10036

Attn: Arthur J. Steinhauer, Esq.

Facsimile No.: (212) 381-7218

if to the Stockholder above to:

Comcast Corporation

One Comcast Center

Philadelphia, Pennsylvania 19103

Attention: Chief Financial Officer

Facsimile No.: (215) 286-1240

with required copies to (which shall not constitute notice):

Comcast Corporation

One Comcast Center

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

       William J. Chudd

Facsimile No.: (212) 450-3800

Schedule A

Existing Clearwire Shares

Schedule B

Equityholders’ Agreement;

Registration Rights Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC;

Amended and Restated Operating Agreement of Clearwire Communications LLC, dated November 28, 2008;

Strategic Investor Agreement, dated as of November 28, 2008 (the “Strategic Investor Agreement”) among 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., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC; and

All modifications, agreements, consents, waivers and amendments of or relating to any of the foregoing entered or delivered on or prior to the date hereof, provided that, in the case of the Strategic Investor Agreement, copies of any such modifications, agreements, consents, waivers and amendments have been given to Clearwire and Sprint on or prior to the date hereof.

Exhibit 99.55

AGREEMENT REGARDING RIGHT OF FIRST OFFER

THIS AGREEMENT REGARDING RIGHT OF FIRST OFFER (this “Agreement”), dated as of December 17, 2012, is entered into among Sprint Holdco, LLC, a Delaware limited liability company (“Sprint Holdco”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”) (solely for purposes of Section 3 and 8(s) hereof), and the Persons named on Schedule A hereto (each is referred to as a “Stockholder” and collectively as the “Stockholders”), solely in their respective individual capacities as stockholders of Clearwire Corporation, a Delaware corporation (the “Company”), and equityholders of Clearwire Communications, LLC, a Delaware limited liability company (“Clearwire Communications”), as applicable.

W I T N E S S E T H:

WHEREAS, the Company, Sprint and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), are parties to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, whereby Acquisition Corp. will be merged with and into the Company (the “Merger”) with the Company surviving the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Stockholders, the Company and Sprint Holdco are parties to that certain Equityholders’ Agreement, dated as of November 28, 2008, as amended (the “Equityholders’ Agreement”);

WHEREAS, each Stockholder is the sole beneficial owner and holds sole voting power of the shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”) and Class B Units of Clearwire Communications, set forth opposite such Stockholder’s name on Schedule A attached hereto (all of the shares of Company Common Stock owned by the Stockholders as of the date hereof being hereinafter referred to as the “Existing Company Shares” and, together with any shares of Company Common Stock or other voting capital stock of the Company and any voting securities convertible into or exercisable or exchangeable for shares of Company Common Stock or other voting capital stock of the Company, in each case that the Stockholder has or acquires ownership of on or after the date hereof, as the “Company Shares”); and

WHEREAS, as a condition and inducement to the willingness of Sprint to enter into the Merger Agreement and the Stockholders entering into the Voting and Support Agreement, the Stockholders and Sprint Holdco desire to enter into this Agreement regarding, among other things, the sale by each Stockholder of all of the Company Shares owned by it to Sprint Holdco in the circumstances, and on the terms and conditions, set forth herein.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the parties agree as follows:

1. Capitalized Terms. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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2. Representations and Warranties of the Stockholders. Each Stockholder (severally and not jointly) hereby represents and warrants, severally as to such Stockholder and not jointly, to Sprint Holdco as follows:

(a) Authorization; Validity of Agreement; Necessary Action. Such Stockholder (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the requisite corporate or other entity power and authority to execute and deliver this Agreement, and to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. No other corporate or other entity actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of and is enforceable against Sprint Holdco, Sprint and the other Stockholders, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles.

(b) Ownership. As of the date hereof, (i) Schedule A attached hereto sets forth the Existing Company Shares beneficially owned by such Stockholder, and (ii) such Existing Company Shares constitute all of the shares of Company Common Stock beneficially owned by such Stockholder. Except as set forth on Schedule B (the agreements set forth on Schedule B, the “Equityholder Related Agreements”), there are no existing agreements or arrangements between such Stockholder or any of its affiliates (other than the Company), on one hand, and any other Stockholder or any of its Subsidiaries, on the other hand, relating to the Existing Company Shares beneficially owned by such Stockholder or any of its affiliates (other than the Company) that would, either individually or in the aggregate, prevent, delay or impair the ability of such Stockholder to perform its obligations hereunder and to consummate the transactions contemplated hereby on a timely basis. Subject to Sections 5(a), 7(a) and 7(q), such Stockholder has and will have at all times, directly or indirectly, through the Term, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Company Shares beneficially owned by such Stockholder at any closing of any Sale (as defined below), with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws, the terms of this Agreement and any Equityholder Related Agreements. Subject to Sections 5(a), 7(a) and 7(q), such Stockholder has and, until consummation of any Sale, will have, good and marketable title to the Company Shares owned by such Stockholder, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and encumbrances of any nature whatsoever (“Liens”), except for Liens expressly provided in any of the Equityholder Related Agreements or this Agreement.

(c) No Violation. Subject to Section 2(d), the execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of its

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obligations under this Agreement will not, (i) conflict with or violate any Law (as defined in the Equityholders’ Agreement) applicable to such Stockholder or by which any of its assets or properties is bound, (ii) conflict with any certificate of incorporation, bylaws or other organizational documents of such Stockholder or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or require redemption or repurchase of or otherwise require the purchase or sale of, or result in the creation of any Lien on, the Existing Company Shares owned by such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of the Existing Company Shares owned by such Stockholder is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(d) Consents and Approvals. The execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of its obligations under this Agreement will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing (other than filings under the Securities Exchange Act of 1934, as amended) with or notification to, any Governmental Entity based on any applicable Law, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis; provided that such Stockholder makes no representation or warranty in this Section 2(d) or in Section 2(c)(i) with respect to the consummation of the transactions contemplated by Section 4 or the performance of its obligations under this Agreement in connection therewith.

(e) Absence of Litigation. As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder before or by any Governmental Entity that would impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(f) Reliance by Sprint Holdco. Such Stockholder understands, acknowledges and agrees that Sprint is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other matters specified therein.

3. Representations and Warranties of Sprint Holdco. Each of Sprint and Sprint Holdco (severally and not jointly) hereby represents and warrants, severally as to itself and not jointly, to each Stockholder as follows:

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(a) Authorization; Validity of Agreement; Necessary Action. It (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the limited liability company or corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. No other actions or proceedings on its part are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of and is enforceable against the Stockholders, this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with the terms hereof, subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles.

(b) No Violation. Except as set forth in the exceptions to the representations and warranties contained in Section 3.3 of the Merger Agreement, its execution and delivery of this Agreement does not, and its performance of its obligations under this Agreement will not, (i) conflict with or violate any Law applicable to it or by which any of its assets or properties is bound, (ii) conflict with its organizational documents or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party or by which it is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(c) Consents and Approvals. Except as set forth in the exceptions to the representations and warranties contained in Section 3.3 of the Merger Agreement, its execution and delivery of this Agreement does not, and its performance of its obligations under this Agreement will not, require it to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on any applicable Law, except for any of the foregoing as would not, either individually or in the aggregate, prevent or delay or impair its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis; provided that it makes no representation or warranty in this Section 3(c) or in Section 3(b)(i) with respect to the consummation of the transactions contemplated by Section 4 or the performance of its obligations under this Agreement in connection therewith.

(d) Reliance by Stockholders. It understands, acknowledges and agrees that each Stockholder is entering into the Voting and Support Agreement in reliance upon its execution and delivery of this Agreement.

4. Right of First Offer upon Termination of Merger Agreement. If (a) the Merger Agreement is terminated in accordance with its terms pursuant to Section 6.1(b)(iii) of the

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Merger Agreement, and (b) either (i) the Effective Time (as defined in the Sprint-SoftBank Merger Agreement) shall have occurred or (ii) if Sprint shall have terminated the Sprint-SoftBank Merger Agreement pursuant to Section 8.1(j) of the Sprint-SoftBank Merger Agreement in order to enter into a Replacement Sprint Merger Agreement, the consummation of the alternative transaction contemplated thereby shall have occurred, then Sprint Holdco shall promptly deliver notice thereof to each Stockholder upon the later to occur of the events described in the foregoing clauses (a) and (b) (the “Termination Notice”). Within five (5) Business Days of receipt of such Termination Notice, each Stockholder shall deliver, pursuant to Section 3.3 of the Equityholders’ Agreement, an Interest Notice (as defined in the Equityholders’ Agreement) substantially in the form attached hereto as Exhibit A (the “Transferor Interest Notice”) to each Non-Selling Equityholder (as defined in the Equityholders’ Agreement) offering for sale (each, a “Sale” and collectively, the “Sales”) all of the Equity Securities (as defined in the Equityholders’ Agreement) owned by such Stockholder, including those Equity Securities shown on Schedule A hereto as being owned by such Stockholder. Sprint Holdco shall elect to purchase all such Equity Securities in all such Sales by delivery of a timely (but in any event delivered within five (5) Business Days of receipt of the applicable Transferor Interest Notice) Response Notice (as defined in the Equityholders’ Agreement). Each Stockholder agrees that it (i) will not deliver a Response Notice (as defined in the Equityholders’ Agreement) to any Transferor Interest Notice and (ii) hereby waives, for itself and any of its Affiliates, its rights pursuant to the Equityholders’ Agreement with respect to any Transferor Interest Notice delivered by any other Stockholder in each case in accordance with this Section 4. Each Stockholder further agrees that it will not revoke its Transferor Interest Notice. Each of Sprint Holdco and each Stockholder agrees that it will (a) consummate the applicable Sale pursuant to the Response Notice delivered by Sprint Holdco or any of its Affiliates and the Transferor Interest Notice delivered by such Stockholder in accordance with the terms of the Equityholders’ Agreement and (b) provide any other consents, approvals or other documents reasonably necessary to consummate such Sale. Notwithstanding anything to the contrary set forth in Section 3.3 of the Equityholders’ Agreement, (x) Intel A (as defined in the Equityholders’ Agreement) agrees that any Transferor Interest Notice required to be delivered by it pursuant to this Section 4 shall include an offer to sell the Existing Intel Shares (as defined in the Equityholders’ Agreement) in accordance with the terms hereof and (y) each of Sprint Holdco and each of the Stockholders agrees that such proposed sale of the Existing Intel Shares in accordance with this Section 4 shall not constitute an Excluded Transfer (as defined in the Equityholders’ Agreement) for purposes of Section 3.3 of the Equityholders’ Agreement and Sprint Holdco shall elect to purchase all such Existing Intel Shares in such Sales. Each Stockholder that is a party to the Strategic Investor Agreement, for itself and its Affiliates, hereby waives any rights it or any of its Affiliates has or may have pursuant to or under the Strategic Investor Agreement in connection with the transactions contemplated by this Section 4.

5. No Transfers; Stock Dividends and Distributions; Additional Shares.

(a) No Transfers. Each Stockholder (severally and not jointly) hereby covenants and agrees, severally as to such Stockholder and not jointly, that, except (i) as expressly contemplated hereby or by the Merger Agreement or as required by a court of competent jurisdiction or by any applicable Law, (ii) any Transfer (as defined below) of shares of capital stock of, or any other securities, rights, warrants, options or obligations to acquire or

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exchangeable for or convertible into shares of capital stock of, any Parent (as defined in the Equityholders’ Agreement) of any Stockholder or (iii) any Transfer (as defined below) of Company Shares by a Stockholder to a wholly-owned subsidiary of any Parent (as defined in the Equityholders’ Agreement) of such Stockholder (a “Transferee Subsidiary”) that agrees to be bound by the terms of, and signs a joinder to, this Agreement as a “Stockholder”, during the time period from the date hereof through the expiration of the Term, such Stockholder shall not (directly or indirectly), sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person, or enter into any contract, option or other arrangement or understanding with respect to the voting of or any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Company Shares beneficially owned by such Stockholder, any Company Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Company Common Stock, any other capital stock of the Company or any interest in any of the foregoing.

(b) Stock Dividends and Distributions. In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or other distribution of stock, split-up, recapitalization, reverse stock split, reclassification, reincorporation, combination, exchange of shares or the like, the term “Company Shares” shall be deemed to refer to and include the Company Shares as well as all such stock dividends and stock distributions and any securities into which or for which any or all of the Company Shares may be changed or exchanged or that are received in any such transaction.

(c) Additional Shares. Until the expiration of the Term, each Stockholder shall notify Sprint Holdco promptly (and in any event within two Business Days) in writing of the number of any additional Company Shares acquired by such Stockholder, if any, after the date hereof.

6. Waivers; Consents.

(a) Waivers. Except as otherwise specifically contemplated by this Agreement, the Merger Agreement and the Note Purchase Agreement, Sprint Holdco, for itself and any of its Affiliates, hereby waives any rights it or any of its Affiliates has or may have pursuant to Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.7 and Section 3.8 of the Equityholders’ Agreement and Section 7.10 and Article VIII of the Amended and Restated Operating Agreement of Clearwire Communications (as in effect as of the date hereof, the “Clearwire LLC Agreement”), in each case in connection with the transactions contemplated by the Voting and Support Agreement, the Merger Agreement, the Note Purchase Agreement, and this Agreement. Sprint Holdco, for itself and any of its Affiliates, acknowledges that the transactions contemplated by the Merger Agreement constitute a Qualifying Purchase (as defined in the Equityholders’ Agreement).

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(b) Consents. Sprint Holdco, for itself and its Affiliates, hereby approves, adopts and authorizes the following actions to be taken by the Company or Clearwire Communications, as applicable: (i) the matters to be voted upon in the Note Issuance Required Vote; (ii) the issuance of shares of Class B Common Stock and Class B Common Units (as defined in the Equityholders’ Agreement) (or securities convertible into such shares or units) as contemplated by the Note Purchase Agreement; and (iii) the transactions contemplated by the Merger Agreement and Note Purchase Agreement to the extent such transactions require approval under Section 2.7(a) of the Equityholders’ Agreement.

7. Miscellaneous.

(a) Termination. This Agreement shall terminate, with respect to each Stockholder and with respect to the obligations of Sprint Holdco and Sprint to such Stockholder, upon the earliest to occur of:

(i) the Effective Time under the Merger Agreement;

(ii) the consummation of the Sale pursuant to this Agreement applicable to such Stockholder;

(iii) the termination of the Merger Agreement for any reason other than pursuant to Section 6.1(b)(iii) of the Merger Agreement;

(iv) (A) the termination of the Sprint-SoftBank Merger Agreement for any reason other than the termination by Sprint of such agreement pursuant to Section 8.1(j) thereof in order to enter into a Replacement Sprint Merger Agreement or (B) if Sprint shall have entered into a Replacement Sprint Merger Agreement, the termination of such agreement;

(v) the written agreement of each of the Stockholders and Sprint Holdco; and

(vi) the termination of the Voting and Support Agreement by such Stockholder as to itself pursuant to clause (z) of the proviso to Section 8(a) of the Voting and Support Agreement;

provided that each Stockholder shall have the right to terminate this Agreement as to itself (and with respect to the obligations of Sprint Holdco and Sprint to such Stockholder pursuant to this Agreement) by written notice to Sprint Holdco (x) if the terms of the Merger Agreement are amended or modified to reduce the amount of the Merger Consideration or change the form of the Merger Consideration or (y) if Sprint shall have terminated the Sprint-SoftBank Merger Agreement pursuant to Section 8.1(j) of the Sprint-SoftBank Merger Agreement in order to enter into a Replacement Sprint Merger Agreement. With respect to each Stockholder, the period from the date of this Agreement up to and through the termination of this Agreement in accordance with the foregoing is referred to herein as the “Term” (it being understood, for the avoidance of doubt, that the

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term “Term” shall be determined on a Stockholder-by-Stockholder basis). Notwithstanding the foregoing, however, Sections 7(c) through 7(r) shall not terminate and shall remain in full force and effect after termination of this Agreement and no termination of this Agreement shall relieve any party hereto from the consequences of any breach of this Agreement by such party prior to the termination of this Agreement.

(b) Further Assurances. From time to time, (i) at Sprint Holdco’s request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary (without adverse consequences to such Stockholder) to consummate the transactions contemplated by this Agreement, and (ii) at any Stockholder’s request and without further consideration, Sprint Holdco shall execute and deliver such additional documents and take all such further action as may be reasonably necessary (without adverse consequences to it) to consummate the transactions contemplated by this Agreement.

(c) No Ownership Interest. Without limiting any rights of Sprint Holdco hereunder, and except in the case of the consummation of the Sales, all rights, ownership and economic benefits of and relating to the Company Shares shall remain vested in and belong to such Stockholder, and Sprint Holdco shall have no authority to exercise any power or authority to direct any Stockholder in the voting of any of the Company Shares, except in each case as otherwise provided in the Voting and Support Agreement or in the Equityholders’ Agreement.

(d) Expenses. All costs and expenses (including legal fees) incurred in connection with the preparation and negotiation of this Agreement shall be paid by the party incurring such expenses.

(e) Notices. All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by nationally recognized overnight courier (providing proof of delivery) or mailed by prepaid registered or certified mail (return receipt requested) or sent by facsimile transmission (providing confirmation of such facsimile transmission) addressed as follows:

if to Sprint Holdco to:

Sprint Holdco, LLC

c/o Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Attention:    General Counsel

Fax: (913) 794-1432

with required copies to (which shall not constitute notice):

King & Spalding LLP

1180 Peachtree Street, N.E.

8

Atlanta, Georgia 30309

Attention:    Michael J. Egan

Fax: (404) 572-5100

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attention:    Thomas H. Kennedy

                     Jeremy D. London

Fax: (212) 735-2000

if to any Stockholder, to the address set forth on such Stockholder’s signature page hereto, with a copy to (which shall not constitute notice) to such other person as noted on such signature page;

or as to any addressee to such other address as shall be furnished in writing by such addressee, and any such notice or communication shall be deemed to have been given as of the date received by the addressee as provided above; provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received by such addressee at 9:00 a.m. (addressee’s local time) on the next Business Day.

(f) Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. Definitions used herein are applicable to the singular as well as the plural forms of such terms and pronouns shall include the corresponding masculine, feminine or neuter forms.

(g) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by means of facsimile transmission or e-mailed signature pages, and the parties adopt any signatures so received as original signatures of the parties.

(h) Entire Agreement. This Agreement, together with the Equityholders’ Agreement and the Parent Agreement (as defined below), constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law thereof.

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(j) Venue. The parties (i) agree that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely in the state or federal courts of the State of Delaware, (ii) consent to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to arising out of this Agreement or the transactions contemplated hereby and (iii) waive any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court.

(k) Service of Process. Each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to this Agreement. Nothing in this Agreement will affect the right of a party to serve process in another manner permitted by Law.

(l) 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, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.

(m) Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of (i) each of the Stockholders and (ii) Sprint Holdco. Each party may only waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other party or parties that are the intended beneficiary or beneficiaries of such waiver.

(n) Specific Performance. Each of Sprint Holdco and Sprint acknowledges and agrees that each Stockholder would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of Sprint and Sprint Holdco agrees that each Stockholder shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, this being in addition to any other remedy to which such Stockholder shall be entitled at law or in equity. Each Stockholder acknowledges and agrees that Sprint Holdco would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Stockholder agrees that Sprint Holdco shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, this being in addition to any other remedy to which Sprint Holdco shall be entitled at law or in equity.

(o) Public Announcement; Disclosure. Each Stockholder shall not issue any press releases or otherwise make any public statements with respect to the transactions contemplated herein, except as permitted under the confidentiality agreement entered into by such Stockholder with the Company in connection with the transactions contemplated by the Merger Agreement. Each Stockholder hereby authorizes Sprint Holdco and Sprint to publish and disclose in any announcement or disclosure required by the SEC or the New

10

York Stock Exchange and in the Proxy Statement its identity and ownership of the Company Shares and the nature of its commitments, arrangements and understandings under this Agreement.

(p) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(q) Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by such party (whether by operation of law or otherwise) without the prior written consent of the other party; provided, however, that (i) Sprint Holdco shall be permitted to transfer its rights hereunder to any affiliate of Sprint Holdco, so long as Sprint Holdco continues to be liable for its obligations under this Agreement and (ii) any Stockholder shall be permitted to transfer its rights and obligations hereunder to a Transferee Subsidiary, so long as such Transferee Subsidiary agrees to be bound by the terms of, and sign a joinder to, this Agreement as a “Stockholder” and notice thereof is given to Sprint Holdco. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective heirs, successors and permitted assigns. This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

(r) Other Agreements. Each of Sprint and Sprint Holdco acknowledges and agrees that none of the execution and delivery of this Agreement, the Voting and Support Agreement or the Merger Agreement by any of the parties hereto or thereto, or the consummation of the transactions contemplated hereby or thereby, shall in any way modify, amend or affect the rights and obligations of any of the parties under (i) the 4G MVNO Agreement, dated as of November 28, 2008, among Clearwire Communications, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P., (ii) the MVNO Support Agreement, dated as of May 7, 2008, among Sprint Spectrum L.P., Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC, and (iii) the Market Development Agreement, dated as of November 28, 2008, between Intel Corporation and Clearwire Communications, in each case as amended from time to time, all of which shall remain in full force and effect in accordance with the terms thereof.

(s) Guaranteed Obligations. Sprint hereby acknowledges and agrees that (i) this Agreement shall constitute a “Guaranteed Agreement”, (ii) the obligations of Sprint Holdco

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and its Affiliates and their respective successors and permitted assigns (the “Sprint Parties”) under this Agreement shall constitute “Guaranteed Obligations” and (iii) for such purposes, each of the Sprint Parties shall be a “Guaranteed Party”, in each case for purposes of and under the Parent Agreement dated as of November 28, 2008 made by Sprint for the benefit of the Company, the Stockholders and the other Beneficiaries (as defined therein) (the “Parent Agreement”).

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties have signed or have caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first above written.

[Signature Page to Agreement Regarding Right of First Offer]

if to any of the Stockholders listed on this page to:

Intel Corporation

2200 Mission College Blvd., MS RN6-65

Santa Clara, California 95054-1549

Attention: President, Intel Capital

Facsimile No.: (408) 765-8871

Intel Corporation

2200 Mission College Blvd., MS RN6-59

Santa Clara, California 95054-1549

Attention: Intel Capital Portfolio Manager

Facsimile No.: (408) 653-6796

Intel Corporation

2200 Mission College Blvd., MS RN4-IS1

Santa Clara, California 95054-1549

Attention: Intel Capital Group General Counsel

Facsimile No.: (408) 653-9098

with required copies to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road, Palo Alto, CA 94304-1211

Fax: +1 650.849.5050

Attn: Gregory T. Davidson

[Signature Page to Agreement Regarding Right of First Offer, by and among Sprint Holdco, LLC, Sprint Nextel Corporation (solely for purposes of Section 3 and 8(s) hereof), and the Persons named on Schedule A thereto, solely in their respective individual capacities as stockholders of Clearwire Corporation, and equityholders of Clearwire Communications, LLC]

if to the above Stockholder to:

c/o Bright House Networks, LLC

c/o Advance/Newhouse Partnership

5000 Campuswood Drive

East Syracuse, NY 13057

Attn: Leo Cloutier

Facsimile No.: (315) 438-4643

with required copies to (which shall not constitute notice):

Sabin, Bermant & Gould LLP

Four Times Square

New York, NY 10036

Attn: Arthur J. Steinhauer, Esq.

Facsimile No.: (212) 381-7218

[Signature Page to Agreement Regarding Right of First Offer, by and among Sprint Holdco, Sprint Nextel, Intel Capital Corporation and the other Persons named on Schedule A thereto, solely in their respective individual capacities as stockholders of Clearwire Corporation, and equityholders of Clearwire Communications, LLC]

if to the Stockholder above to:

Comcast Corporation

One Comcast Center

Philadelphia, Pennsylvania 19103

Attention: Chief Financial Officer

Facsimile No.: (215) 286-1240

with required copies to (which shall not constitute notice):

Comcast Corporation

One Comcast Center

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

William J. Chudd

Facsimile No. : (212) 450-3800

[Signature Page to Agreement Regarding Right of First Offer, by and among Sprint Holdco, Sprint Nextel, Intel Capital Corporation and the other Persons named on Schedule A thereto, solely in their respective individual capacities as stockholders of Clearwire Corporation, and equityholders of Clearwire Communications, LLC]

Schedule A

Existing Company Shares

Schedule B

Equityholders’ Agreement;

Registration Rights Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC;

Amended and Restated Operating Agreement of Clearwire Communications LLC, dated November 28, 2008;

Strategic Investor Agreement, dated as of November 28, 2008 (the “Strategic Investor Agreement”) among 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., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC;

Voting and Support Agreement; and

All modifications, agreements, consents, waivers and amendments of or relating to any of the foregoing entered or delivered on or prior to the date hereof, provided that, in the case of the Strategic Investor Agreement, copies of any such modifications, agreements, consents, waivers and amendments have been given to Sprint on or prior to the date hereof.

Exhibit A

Transferor Interest Notice

To:        The Persons listed on Appendix A hereto

Re:        Interest Notice

Ladies and Gentlemen:

Reference is made to that certain Equityholders’ Agreement, dated as of November 28, 2008, by and among Clearwire Corporation, [Stockholder] (the “Transferor”), and the other equityholders parties thereto, as amended (the “Equityholders’ Agreement”). Capitalized terms not defined herein have the meanings set forth in the Equityholders’ Agreement.

Pursuant to Section 3.3 of the Equityholders’ Agreement, Transferor hereby notifies you of its desire to Transfer [            ] shares of Class A Common Stock of the Company (the “Class A Shares”) [and [            ] shares of Class B Common Stock of the Company and the corresponding Units in the LLC (the “Class B Interests” and, together with the Class A Shares, the “Interests”)], which the Transferor represents constitutes all of the Transferor’s Equity Securities, at a cash per Class A Share [and per Class B Interest] sale price equal to the Merger Consideration (as such term is defined in the Agreement and Plan of Merger, dated as of December 17, 2012, among Sprint Nextel Corporation, Collie Acquisition Corp. and Clearwire Corporation, as amended through the date of such agreement’s termination).

Exhibit 99.60

EXECUTION VERSION

SECOND AMENDMENT TO EQUITYHOLDERS’ AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”) of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Original Agreement”) is entered into as of December 17, 2012, by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), SN UHC 1, INC., a Delaware corporation (“SN UHC”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel Capital and Intel Cayman, “Intel”), and COMCAST CORPORATION, a Pennsylvania corporation, in its capacity as the Strategic Investor Representative (“Comcast”), as amended by Amendment to Equityholders’ Agreement, dated as of December 8, 2010 (together with the Original Agreement, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Eagle River and the other parties to the Agreement desire to amend the Agreement such that the Agreement will terminate with respect to Eagle River, except as provided below.

NOW THEREFORE, the parties hereto agree as follows:

AGREEMENT

1. Termination. The parties agree that the Agreement is hereby amended such that Eagle River is no longer an Equityholder thereunder and all provisions of the Agreement are hereby terminated with respect to Eagle River, except that Sections 4.4, 4.6, 4.7, 4.9, 4.10, 4.15, and 4.17 through 4.20 of the Agreement (which shall be deemed incorporated into this Amendment) shall not terminate with respect to Eagle River and shall survive this Amendment.

2. Other Provisions. This Amendment shall be limited as written and nothing herein shall be deemed to constitute an amendment of any other term, provision or condition of the Agreement or prejudice any right or remedy that any party hereto may have or may in the future have under the Agreement or otherwise. Except as expressly set forth herein and in any waiver executed in accordance with the terms of the Agreement, all provisions of the Agreement shall remain in full force and effect.

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

4. Confidential Information. This Amendment shall be deemed Confidential Information as defined in Section 4.7 of the Agreement.

5. Amendment/Assignment. This Amendment may only be amended by an instrument in writing signed on behalf of each of the parties hereto. No party may assign his or its rights or delegate his or its duties and obligations to be performed under this Amendment without the prior written consent of each of the other parties. Other than with respect to Sprint Nextel and the Strategic Investors (other than Comcast), which are not signatories to this Amendment but which shall be third party beneficiaries of this Amendment, no other Person that is not a party hereto may exercise any right or enforce any obligation under this Amendment.

6. Agreement. This Amendment sets forth the entire understanding of the parties with respect to the subject matter contemplated hereby. This Amendment is binding on and will inure to the benefit of Sprint Nextel and all of the Equityholders as well as all other parties hereto and their respective successors and permitted assigns.

7. Effectiveness; References. This Amendment shall become effective as of the date hereof upon the execution and delivery of counterparts hereof by each of the parties hereto. Each reference to “hereof”, “hereunder” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference in the Agreement shall, after the amendments herein become effective, refer to the Agreement as amended hereby.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date set forth in the first paragraph hereof.

[Signature Page to the Second Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

[Signature Page to the Second Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

[Signature Page to the Second Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

[Signature Page to the Second Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

Exhibit 99.61

EXECUTION VERSION

THIRD AMENDMENT TO EQUITYHOLDERS’ AGREEMENT

THIS THIRD AMENDMENT (this “Amendment”) of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Original Agreement”) is entered into as of December 17, 2012, by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), SN UHC 1, INC., a Delaware corporation (“SN UHC”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel Capital and Intel Cayman, “Intel”), and COMCAST CORPORATION, a Pennsylvania corporation, in its capacity as the Strategic Investor Representative (“Comcast”), as amended by Amendment to Equityholders’ Agreement, dated as of December 8, 2010 and Second Amendment to Equityholders’ Agreement, dated as of December 17, 2012 (together with the Original Agreement, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company, Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint Nextel (“Acquisition Corp.”), are parties to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of even date herewith, pursuant to which Acquisition Corp. will be merged with and into the Company (the “Merger”) with the Company surviving the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, in connection with the execution of the Merger Agreement, Sprint Nextel, the Company, Clearwire Communications LLC, and Clearwire Finance, Inc. have entered into a Note Purchase Agreement (the “Note Purchase Agreement”), dated as of even date herewith, pursuant to which Sprint Nextel has agreed to purchase from Clearwire Communications LLC and Clearwire Finance, Inc., exchangeable notes (the “Notes”) in the aggregate principal amount of up to $800,000,000, which Notes will be exchangeable for Class A Common Stock or Class B Common Stock (together with corresponding Class B Units), upon the terms and subject to the conditions set forth in the Notes and the related indenture; and

WHEREAS, in connection with the issuance of the Notes, the parties hereto desire to amend the Agreement as set forth herein.

NOW THEREFORE, the parties hereto agree as follows:

AGREEMENT

1. Amendments to the Agreement.

(a) The definition of “Percentage Interest” set forth in Exhibit A of the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Percentage Interest’ means, at the time of determination with respect to any Person, the voting power represented by the Voting Securities then collectively held by that Person and its Permitted Transferees and Permitted Designees (or, in the case of a Person that is not an Equityholder, its Affiliates) as a percentage of the voting power attributable to all Voting Securities then outstanding; provided that (a) the Percentage Interest of Intel will be calculated as though Intel did not hold any Existing Intel Shares (i.e., the Existing Intel Shares will be counted in the denominator, but not in the numerator, in any calculation of Intel’s Percentage Interest) and (b) (i) any Equity Securities issued by the Company under Section 10.1(b)(iv)(E), (F), (H) or (I) of the Transaction Agreement or in connection with the transactions described in Items 2, 3, 4 and 8 of Section 6.13(c)(ii) or Item 4 of Section 10.1(b)(iv) of the Clearwire Disclosure Schedules (as defined in the Transaction Agreement) and (ii) any Equity Securities issued by the Company to Sprint Nextel or any of its Affiliates under or in connection with the Note Purchase Agreement, in each case including any Equity Securities issued upon exercise, conversion or exchange of such Equity Securities, will be deemed not to be outstanding for the purpose of calculating an Equityholder’s Percentage Interest (including, for the avoidance of doubt, the Strategic Investor Group’s Percentage Interest); provided, further, that clause (b)(ii) of the foregoing proviso shall not apply with respect to the provisions of Section 2.13(f)(i).”

(b) The definition of “Voting Securities” set forth in Exhibit A of the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Voting Securities’ means, at any time, any class of Equity Securities of the Company that are then entitled to vote generally in the election of Directors; provided that, solely for purposes of Section 2.7(d) and the definition of “Preemptive Right Pro Rata Share” set forth in Section 3.5(a), Voting Securities shall not be deemed to include and shall not take into account any Equity Securities issued by the Company to Sprint Nextel or any of its Affiliates under or in connection with the Note Purchase Agreement, including any Equity Securities issued upon exercise, conversion or exchange of such Equity Securities.”

(c) The following definition is hereby added to Exhibit A of the Agreement in the correct alphabetical order:

“‘Note Purchase Agreement’ means the Note Purchase Agreement, dated as of December 17, 2012, among the Company, the LLC, Clearwire Finance, Inc. and Sprint Nextel.”

(d) Section 3.4(b) of the Agreement is hereby amended by adding the following proviso at the end of the penultimate sentence of such section and before the period in such penultimate sentence:

“provided that, for purposes of the foregoing, “Equity Securities” shall not be deemed to include and shall not take into account any Equity Securities issued by the Company to

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Sprint Nextel or any of its Affiliates under or in connection with the Note Purchase Agreement, including any Equity Securities issued upon exercise, conversion or exchange of such Equity Securities”

2. Other Provisions. This Amendment shall be limited as written and nothing herein shall be deemed to constitute an amendment of any other term, provision or condition of the Agreement or prejudice any right or remedy that any party hereto may have or may in the future have under the Agreement or otherwise. Except as expressly set forth herein and in any waiver executed in accordance with the terms of the Agreement, all provisions of the Agreement shall remain in full force and effect. Without limiting the generality of the preceding sentence, except as specifically set forth herein, nothing in this Amendment shall affect, or be deemed a waiver of, any Board or Equityholder approval provision in the Agreement.

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

4. Confidential Information. This Amendment shall be deemed Confidential Information as defined in Section 4.7 of the Agreement.

5. Amendment/Assignment. This Amendment may only be amended by an instrument in writing signed on behalf of each of the parties hereto. No party may assign his or its rights or delegate his or its duties and obligations to be performed under this Amendment without the prior written consent of each of the other parties. Other than with respect to Sprint Nextel and the Strategic Investors (other than Comcast), which are not signatories to this Amendment but which shall be third party beneficiaries of this Amendment, no other Person that is not a party hereto may exercise any right or enforce any obligation under this Amendment.

6. Agreement. This Amendment sets forth the entire understanding of the parties with respect to the subject matter contemplated hereby. This Amendment is binding on and will inure to the benefit of Sprint Nextel and all of the Equityholders as well as all other parties hereto and their respective successors and permitted assigns.

7. Effectiveness; References. This Amendment shall become effective as of the date hereof upon the execution and delivery of counterparts hereof by each of the parties hereto. Each reference to “hereof”, “hereunder” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference in the Agreement shall, after the amendments herein become effective, refer to the Agreement as amended hereby.

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IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date set forth in the first paragraph hereof.

[Signature Page to the Third Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

[Signature Page to the Third Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

[Signature Page to the Third Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, SN UHC 1, Inc., Intel Capital Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]