8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 28, 2008

CLEARWIRE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-34196	56-2408571
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

4400 Carillon Point, Kirkland, WA 98033
(Address of Principal Executive Offices) (Zip Code)

(425) 216-7600
(Registrant’s Telephone Number, Including Area Code)

Not applicable.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INTRODUCTORY NOTE

          As previously disclosed, on November 28, 2008, Clearwire Corporation (f/k/a New Clearwire Corporation) (the “Company”) consummated the transactions (the “Transactions”) contemplated by the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended (the “Transaction Agreement”), with Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Intel Corporation, a Delaware corporation (“Intel”), Google Inc., a Delaware corporation (“Google”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), and Bright House Networks, LLC, a Delaware limited liability company (“Bright House” and, collectively with Google, Comcast and Time Warner Cable, the “Strategic Investors” and, the Strategic Investors together with Intel, the “Investors”). A copy of the Transaction Agreement was previously filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-4, originally filed on August 22, 2008, as amended (the “Registration Statement”). A copy of Amendment No. 1 to the Transaction Agreement, effective as of November 28, 2008, is filed herewith as Exhibit 2.1.

ITEM 1.01. Entry into Material Definitive Agreement.

Equityholders’ Agreement

          Upon consummation of the Transactions on November 28, 2008 (the “Closing”), the Company, Sprint, Eagle River Holdings, LLC (“Eagle River”) and the Investors entered into an Equityholders’ Agreement, dated as of November 28, 2008 (the “Equityholders’ Agreement”), which sets forth certain rights and obligations of Sprint, Eagle River, the Investors and their permitted transferees and designees under the Equityholders’ Agreement (collectively, the “Equityholders” and each individually, an “Equityholder”), with respect to the governance of the Company, transfer restrictions on the Company’s Common Stock (as defined below), rights of first refusal and pre-emptive rights, among other things. As the holders of approximately 86% of the total outstanding voting power of the Company at the Closing, Sprint, Eagle River and the Investors will together effectively have control of the Company.

          Corporate Governance

          The Equityholders’ Agreement provides that our board of directors will consist of 13 directors, of which, initially:

• seven directors will be nominated by Sprint (one of whom must qualify (for so long as there are not more than two independent designees) as an independent director and for service on our Audit Committee under the Rules of the NASDAQ Stock Market, LLC (“NASDAQ”) and federal securities laws and be willing to serve on the Audit Committee);

• one director will be nominated by Eagle River;

• one director will be nominated by Intel;

• two directors will be nominated by the Strategic Investors as a group;

• one independent director (who must qualify for service on the Audit Committee under NASDAQ rules and federal securities laws and be willing to serve on the Audit Committee) will be nominated by Intel and the Strategic Investors as a group; and

• one independent director (who must qualify for service as chairman of the Audit Committee under NASDAQ rules and federal securities laws and be willing to serve as chairman of the Audit Committee) will be nominated by the Nominating Committee.

          The number of nominees that an Equityholder has the right to nominate is subject to adjustment if the number of shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) and 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 “Common Stock”) held by such Equityholder is reduced below a certain level, generally 50% of the number of shares it held at the Closing, as adjusted pursuant to the Transaction Agreement. In addition, subject to certain exceptions, if Sprint transfers 25% of the number of shares of Common Stock or equity interests of Clearwire Communications LLC, a direct, wholly-owned subsidiary of the Company (“Clearwire Communications”) received by it in the Transactions to any other Equityholder, the number of nominees that each of Sprint and such transferee Equityholder is entitled to nominate will be adjusted to be a number equal to the percentage of its respective voting power of the Company multiplied by thirteen; and if Sprint undergoes certain change of control transactions, Sprint will only be entitled to nominate a number of directors equal to the lesser of (1) the percentage of its voting power of the Company multiplied by thirteen and (2) six. Furthermore, (1) each of Eagle River and Intel has the right to designate a board observer for so long as Eagle River and Intel, respectively, has the right to nominate a person for service as a director of the Company and (2) each of Bright House Networks and the Strategic Investors, as a group, has the right to designate a board observer for so long as each of Bright House Networks and the Strategic Investors, as a group, respectively, owns at least 50% of the number of shares of Common Stock received by them in the Transactions.

          The Equityholders’ Agreement provides that certain actions will require the prior approval of at least ten of our 13 directors, except that if there are ten or fewer directors on the board of directors at any time, these actions will require the unanimous approval of the board of directors. These actions include:

• the appointment or removal of the chief executive officer of the Company and Clearwire Communications or of any officer that reports directly to the chief executive officer (except that if Sprint’s ownership in the Company falls below 50% of its ownership at the Closing, as adjusted pursuant to the Transaction Agreement, and Sprint no longer nominates a majority of board of directors, the removal of those officers (other than the chief executive officer) will no longer require such approval);

• the acquisition or disposition of, or the entry into a joint venture involving the contribution by the Company or any of its subsidiaries of, assets with a book value in excess of 20% of the consolidated book value of the assets of the Company and its subsidiaries, subject to certain exceptions;

• any change of control of the Company or any of its subsidiaries;

• any action not in accordance with the business purpose of the Company; and

• the funding of (1) the expansion of the business purpose of the Company, (2) activities outside of the United States, other than the maintenance of the Company’s current operations and assets located outside of the United States, or (3) the acquisition of spectrum outside of the United States.

          The Equityholders’ Agreement further provides that the following actions will require the prior approval of a majority of the disinterested directors of the Company:

• any Related Party Transaction (as defined in the Equityholders’ Agreement); and

• any transfer of shares by the holder of the largest voting interest in the Company as between Sprint, the Strategic Investors (treated as a single holder) and Intel (as long as such holder holds at least 26% of the aggregate voting power of the Company) (the “Principal Equityholder”), that constitutes a change of control of the Company or any of its material subsidiaries.

          Under the Equityholders’ Agreement, the approval of each of Sprint, Intel and the representative of the Strategic Investors so long as Sprint, Intel or the Strategic Investors, as a group, own at least 5% of the outstanding voting power of the Company, will be required to:

• amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the Company’s Bylaws or the Clearwire Communications Amended and Restated Operating Agreement (the “Operating Agreement”);

• change the size of the Company’s board of directors;

• liquidate the Company or Clearwire Communications or declare bankruptcy of the Company or its material subsidiaries;

• effect any material capital reorganization of the Company or any of its material subsidiaries, other than a financing transaction in the ordinary course of business;

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

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

          The Equityholders’ Agreement also provides that amending the Charter, the Company’s Bylaws or the Operating Agreement or changing the size of the Company’s board of directors will also require the approval of Eagle River if Eagle River then owns at least 50% of the shares of Common Stock held by it immediately before the Closing and the proposed action would disproportionately and adversely affect Eagle River, the public stockholders of the Company or the Company in its capacity as a member of Clearwire Communications in any material respect as compared to the impact of such action on Sprint, Intel and the Strategic Investors as stockholders of the Company and members of Clearwire Communications.

          The Equityholders’ Agreement also provides that any amendment to the Operating Agreement will require the prior approval of a majority of the directors who have been nominated as independent directors by the Nominating Committee and those directors who are independent directors nominated by one or more Equityholders other than those independent directors who are current or former directors, officers or employees of the nominating Equityholder. For as long as any of Sprint, Intel, or the Strategic Investors as a group, owns at least 50% of the number of shares of Company stock received by it in the Transactions and holds securities representing at least 5% of the outstanding voting power of the Company, the written consent of such party will be required before the Company enters into a transaction involving the sale of a certain percentage of the consolidated assets of the Company and its subsidiaries to, or the merger of the Company with, certain specified competitors of Sprint, Intel and the Strategic Investors.

          The approval of securities representing at least 75% of the outstanding voting power of the Company will be required to approve (1) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving the Company or Clearwire Communications,

(2) any issuance of capital stock of the Company or Clearwire Communications that constitutes a change of control of the Company or Clearwire Communications, respectively or (3) any sale or disposition of all or substantially all the assets of the Company or Clearwire Communications.

          Restrictions on Transfer

          Under the Equityholders’ Agreement, until the adjustment to the number of shares that each Investor receives pursuant to the Transactions,

• Equityholders (other than Eagle River), but not any other holders of Class A Common Stock, who are not parties to the Equityholders’ Agreement, will be prohibited from:

o transferring, directly or indirectly, any equity securities of the Company;

o entering into any hedging transactions with respect to any equity securities of the Company; or

o converting Class B Common Stock and Class B non-voting common interests of Clearwire Communications (the “Clearwire Communications Class B Common Interests”) into Class A Common Stock;

• all Equityholders will be prohibited from acquiring or agreeing to acquire any equity securities of the Company; and

• the Company will be prohibited from issuing, selling, redeeming or paying any dividends on, any equity securities of the Company.

          Subject to certain conditions, Equityholders may transfer their shares of Class B Common Stock, along with the corresponding Clearwire Communications Class B Common Interests, to any then-existing holder of Class B Common Stock, to certain affiliates of such holder, or to persons who are not then-existing holders of Class B Common Stock. If an Equityholder or any transferee of an Equityholder transfers any Class B Common Stock or Clearwire Communications Class B Common Interests without also transferring to the same party an identical number of Clearwire Communications Class B Common Interests or Class B Common Stock, respectively, then the Class B Common Stock corresponding to those transferred shares or interests, as applicable, will be redeemed by the Company for par value.

          Further, an Equityholder or its transferee may transfer its Class B Common Stock and Clearwire Communications Class B Common Interests only on notice to the Company, in accordance with the Operating Agreement and, in the case of a transferee, on delivery of a required transfer agreement to the Company. Unless certain conditions are satisfied, none of Sprint, Intel, the Strategic Investors or their permitted transferees may transfer their respective Class B Common Stock and Clearwire Communications Class B Common Interests if such transfer or transfers would result in the transferee having voting power in the Company equal to or greater than 50% of the voting power that Sprint received in the Transactions. An Equityholder that is a Securities Holding Company (as defined in the Equityholders’ Agreement) may transfer its Class B Common Stock and Clearwire Communications Class B Common Interests through the transfer by the holder of 100% of the securities in such Securities Holding Company of all of its securities in such Securities Holding Company, subject to certain restrictions.

          Additionally, the Principal Equityholder is prohibited from transferring any Company equity securities to certain specified competitors of the Strategic Investors, Intel or Sprint under certain circumstances.

          Right of First Offer

          If an Equityholder desires to transfer any equity securities of the Company held by it to a person other than an Equityholder or permitted transferee of such Equityholder, it is required to first offer to sell such equity securities to the other Equityholders on the same terms and conditions as it had proposed to make such transfer, subject to certain limitations. If the other Equityholders accept the offer, collectively, for all but not less than all of the subject equity securities, the Equityholders will consummate the purchase. If the offer to the other Equityholders is over-subscribed, the subject equity securities will be allocated among the accepting Equityholders pro rata based on their then-current ownership of Company capital stock. If the offer to other Equityholders is not fully subscribed, the offer will be deemed to have been rejected and the selling Equityholder may proceed with the proposed sale, subject to certain limitations. Certain transfers, however, will not be subject to this right of first offer, including open market transfers by Eagle River, transfers by Intel of the Class A Common Stock received by it pursuant to the merger that forms part of the Transactions, transfers that are part of a business combination that constitutes a change of control of the Company or Clearwire Communications and that are approved by the board of directors of the Company and the stockholders of the Company in accordance with applicable law and the terms of the Equityholders’ Agreement and certain “spin-off” transactions by the Equityholders.

          Tag-Along Rights

          If the Principal Equityholder elects to sell all or any portion of the equity securities of the Company held by it, (the “Sale Shares”), in a transaction after which the transferee would hold voting power of the Company greater than 50% of the voting power that Sprint has at the Closing, as adjusted pursuant to the Transaction Agreement, each other Equityholder, subject to certain conditions, has the option to sell a pro rata portion of its shares, instead of the Sale Shares, and the number of Sale Shares to be sold by the Principal Equityholder will be reduced accordingly by the applicable number of equity securities to be included in the sale by the other Equityholders.

          Preemptive Rights

          If the Company proposes to issue any securities, other than in certain issuances, each Equityholder has the right to purchase its pro rata share of such securities, based on such holder’s voting power in the Company before such issuance.

          Standstill Agreement

          The Equityholders’ Agreement provides that Sprint, Intel and the Strategic Investors will not be able to purchase any common stock of the Company for at least five years after the Closing, subject to certain exceptions, which exceptions include the acquisition by an Equityholder of 100% of the outstanding common stock of the Company where such acquisition has been approved by a majority of both the board of directors and stockholders of the Company. Eagle River is not subject to this restriction.

          Sprint Debt Agreements

          Sprint currently owns over 50% of the voting power of the Company on a fully-diluted basis. As a result, the Company and its subsidiaries may be considered subsidiaries of Sprint under certain of

Sprint’s agreements relating to its indebtedness. Those agreements govern the incurrence of indebtedness and certain other activities of Sprint’s subsidiaries. Covenants in Sprint’s debt instruments may purport to restrict the Company’s financial and operating flexibility and, if the Company’s actions result in a violation of those covenants, Sprint’s lenders may declare due and payable all outstanding loan obligations, thereby severely harming Sprint’s financial condition, operations and prospects for growth. The determination of whether or not the Company would be considered a subsidiary under Sprint’s debt agreements is complex and subject to interpretation, however, under the Equityholders’ Agreement, Sprint agrees that if the Company or any of its subsidiaries proposes to incur any indebtedness or take any other action that could violate the terms of Sprint’s debt agreements, Sprint will deliver a Compliance Certificate and a legal opinion from a nationally recognized law firm, certifying that the proposed indebtedness or other action will not violate Sprint’s debt agreements. If Sprint notifies the Company that it is unable to deliver a Compliance Certificate and the accompanying legal opinion and the Transactions Committee of the Company determines that the Company should proceed with the proposed indebtedness or other action, Sprint is obligated to take whatever action is necessary (including surrendering Class B Common Stock or governance rights with respect to the Company and its subsidiaries), to enable Sprint to deliver a Compliance Certificate and the accompanying legal opinion, and Sprint will deliver a Compliance Certificate and the accompanying legal opinion at the closing of the proposed indebtedness or other action. With respect to certain of Sprint’s outstanding credit agreements, Sprint agrees to use its Reasonable Best Efforts (as defined in the Equityholders’ Agreement) to cause any amendment thereto or refinancing thereof not to contain restrictions on the ability of the Company and its subsidiaries to incur indebtedness or take any other actions, and in no event to enter into any agreement in connection with any such amendment or refinancing that is more restrictive with respect to the Company than a certain specified prior agreement. Going forward, Sprint agrees that neither it nor any of its affiliates will enter into any agreement that restricts the ability of the Company and its subsidiaries to incur indebtedness or take any other actions.

          The foregoing description of the Equityholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Registration Rights Agreement

          At the Closing, the Company entered into a registration rights agreement with Sprint, Eagle River and the Investors (the “Registration Rights Agreement”), with respect to their shares of Common Stock.

          Under the Registration Rights Agreement, each of the Strategic Investors, Sprint, Eagle River and Intel is entitled to a specified number of demands, varying from one to eight, that the Company prepare and file with the SEC a registration statement relating to the sale of the Class A Common Stock and any common stock of the Company issued in respect of Class A Common Stock or other securities of the Company issued with respect to such common stock (“Registrable Securities”), including in an underwritten offering, provided that such Registrable Securities have an aggregate price to the public of not less than $50 million. In addition, if the Company becomes eligible to use Form S-3, each of the Strategic Investors, Sprint, Eagle River and Intel may also demand that the Company prepare and file with the SEC a registration statement on Form S-3 relating to the sale of their Registrable Securities, provided that the Registrable Securities to be sold have an aggregate price to the public of not less than $10 million. After the Company becomes eligible to use Form S-3, the Company is required to file a shelf registration statement with the SEC providing for the registration and sale of the Registrable Securities on a delayed or continuous basis.

          On receipt of a demand notice, the Company is required to, as soon as practicable, give notice of such requested registration to all persons that may be entitled to participate in such sale. Thereafter, the

Company must, as soon as practicable, effect such registration and all qualifications and compliances as may be required. Additionally, with respect to a demand registration, the Company is required to keep the registration statement effective, subject to certain exceptions, for at least 270 days from the effective time of such registration statement or such shorter period in which all Registrable Securities have been sold.

          With respect to a shelf registration, the Company must (a) prepare and file a shelf registration statement with the SEC as promptly as practicable, but no later than 60 days, after the Company becomes eligible to use Form S-3 and (b) use its commercially reasonable efforts to have the shelf registration statement declared effective as promptly as reasonably practicable after filing. The Company will be required to use reasonable efforts to keep the shelf registration effective, subject to certain limitations, until the earlier of the date on which (1) all the Registrable Securities have been sold thereunder and (2) another registration statement is filed. For as long as the Strategic Investors, Sprint, Eagle River and Intel are entitled to demand registration of their Company securities, they will be entitled to demand that the Company effect an offering (a “Takedown”), under the shelf registration statement. On that demand, the Company will be required to promptly give notice of such requested Takedown to all persons that may be entitled to participate in such offering, and promptly supplement the prospectus included in the shelf registration statement so as to permit the sale of the securities covered by the requested Takedown and any other securities requested to be included by those entitled to participate in such sale, provided that such securities have an aggregate price to the public of not less than $10 million. For as long as the Strategic Investors, Sprint, Eagle River and Intel are entitled to demand registration of their Company securities, they will be entitled to demand that the Company effect an underwritten offering under the shelf registration statement.

          No demands for registration may be made between the Closing and the date of price adjustment pursuant to the Transaction Agreement.

          In addition, with respect to underwritten offerings of securities, each of the Strategic Investors, Sprint, Eagle River and Intel agrees that, for a period of 90 days (subject to one extension of not more than 17 days in certain circumstances) after the effective date of the registration statement, it will not (1) transfer or purchase, or enter any agreement to transfer or purchase, any shares of Common Stock or any securities convertible into Common Stock held immediately before the effectiveness of the registration statement for such offering, or (2) subject to certain exceptions, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock.

          The Registration Rights Agreement also provides each of the Strategic Investors, Sprint, Eagle River and Intel with piggyback registration rights such that if the Company proposes to file a registration statement in connection with a public offering of any class of Common Stock, with certain limited exceptions, the Company will be required to give prompt written notice of such proposed filing to each of the Strategic Investors, Sprint, Eagle River and Intel and register such number of securities as each of the Strategic Investors, Sprint, Eagle River and Intel may request in writing within 20 days of receiving such notice.

          In addition, the Company will bear all registration expenses specified in the Registration Rights Agreement as well as all other expenses incurred by it in connection with the performance of its obligations under the Registration Rights Agreement. The Registration Rights Agreement requires the Company to indemnify each holder of Registrable Securities against certain losses that may be suffered by such holders in connection with registrations made pursuant to the Registration Rights Agreement.

          The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 4.2 hereto and incorporated herein by reference.

          Operating Agreement

          General

          At the Closing, the Company entered into the “Operating Agreement, which will govern Clearwire Communications. The Operating Agreement provides that the business and operations of Clearwire Communications will be managed by the Company, as managing member, and sets forth, among other things, certain transfer restrictions on membership interests in Clearwire Communications, rights of first refusal and preemptive rights.

          Allocations and Distributions

          Under the Operating Agreement, items of income, gain, loss or deduction of Clearwire Communications generally will be allocated among the members for capital account purposes and for tax purposes in a manner that results in the capital account balance of each member, immediately after making the allocation, being as nearly as possible equal to the amount of the distributions that would be made to the member if Clearwire Communications sold all of its assets for cash and distributed its net assets in liquidation. Under the Operating Agreement, liquidating distributions made by Clearwire Communications generally will be made on a pro rata basis to the holders of Clearwire Communications Class B Common Interests and holders of Class A non-voting common interests in Clearwire Communications (the “Clearwire Communications Class A Common Interests” and, together with the Clearwire Communications Class B Common Interests, the “Clearwire Communications Common Interests”). Accordingly, it is expected that, subject to the discussion of Section 704(c) immediately below, items of income, gain, loss or deduction of Clearwire Communications generally will be allocated among the members, including the Company, on a pro rata basis in proportion to the number of Clearwire Communications Common Interests held by each member.

          Clearwire Corporation (subsequently merged into the Company’s subsidiary, Clearwire Legacy, LLC (f/k/a Clearwire Sub LLC) (“Old Clearwire”)) and Sprint transferred to Clearwire Communications assets (“built-in gain assets”), whose fair market value is greater than the current basis of those assets for tax purposes. Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations thereunder require taxpayers that contribute built-in-gain property to a partnership to take into account the difference between the value of the contributed property for capital account purposes (initially equal to the fair market value of the contributed property on contribution) and the tax basis of the property through allocations of income, gain, loss and deduction of the partnership, using one of the permissible methods described in the Treasury regulations under Section 704(c). Under the Operating Agreement, all of the built-in gain assets contributed by the Company and 50% of the built-in gain in the assets contributed by Sprint will be accounted for under the so-called “remedial” method. Under that method, the non-contributing members will be allocated “phantom” tax amortization deductions in the amount necessary to cause their tax amortization deductions to be equal to their amortization with respect to the built-in gain assets for capital account purposes, and the contributing member (the Company, in the case of former Company assets) will be allocated a matching item of “phantom” ordinary income. Under the Operating Agreement, the remaining 50% of the built-in gain in the assets contributed by Sprint will be accounted for under the so-called “traditional” method. Under that method, the tax amortization deductions allocated to the non-contributing members with respect to a built-in gain asset are limited to the actual tax amortization arising from that asset. The effect of the

traditional method is that some of the burden of the built-in gain on a built-in gain asset is shifted to the non-contributing members, in the form of reduced tax amortization deductions.

          If Clearwire Communications sells a built-in gain asset in a taxable transaction, then the tax gain on the sale of the asset generally will be allocated first to the contributing member (the Company or Sprint) in an amount up to the remaining (unamortized) portion of the built-in gain that was previously credited to the Company or Sprint (as the case may be) for capital account purposes.

          In general, under the Operating Agreement, Clearwire Communications may make distributions to its members, including the Company, from time to time at the discretion of the Company, in its capacity as managing member of Clearwire Communications. Such distributions generally will be made to the members, including the Company, on a pro rata basis in proportion to the number of Clearwire Communications Common Interests held by each member at the record date for the distribution. Clearwire Communications generally may not make any distributions, other than tax distributions, to its members unless a corresponding distribution or dividend is paid by the Company to its stockholders contemporaneously with the distributions made to the members of Clearwire Communications.

          If the Company would be liable for tax on the income and gains of Clearwire Communications allocated to it under the Operating Agreement, then three business days prior to each date on which the Company is required to make a deposit or payment of taxes, Clearwire Communications will be required to make distributions to its members, generally on a pro rata basis in proportion to the number of Clearwire Communications Common Interests held by each member, in amounts so that the aggregate portion distributed to the Company in each instance will be the amount necessary to pay all taxes then reasonably determined by the Company to be payable with respect to its distributive share of the taxable income of Clearwire Communications (including any items of income, gain, loss or deduction allocated to the Company under the principles of Section 704(c) of the Code), after taking into account all net operating loss deductions and other tax benefits reasonably expected to be available to the Company.

          Exchange of Interests

          The Operating Agreement provides that holders of Clearwire Communications Class B Common Interests (other than the Company and its subsidiaries) have the right to exchange one Clearwire Communications Class B Common Interest and one share of Class B Common Stock for one share of Class A Common Stock, subject to adjustment of the exchange rate as provided in the Operating Agreement. In addition, under the Operating Agreement, Sprint or an Investor may effect an exchange of Clearwire Communications Class B Common Interests and Class B Common Stock for Class A Common Stock by transferring to the Company a holding company that owns the Clearwire Communications Class B Common Interests and Class B Common Stock in a transaction which the Operating Agreement refers to as a holding company exchange.

          At any time that a share of Class B Common Stock is exchanged for a share of Class A Common Stock, one Clearwire Communications Class B Common Interest will be cancelled without any further consideration, and one Clearwire Communications Class A Common Interest and one voting equity interests in Clearwire Communications (a “Clearwire Communications Voting Interest”) will be issued to the Company. In general, at any time that shares of Class A Common Stock are redeemed, repurchased, acquired, cancelled or terminated by the Company, the managing member will cause the same number of Clearwire Communications Class A Common Interests and the same number of Clearwire Communications Voting Interests held by the Company to be redeemed, repurchased, acquired, cancelled or terminated by Clearwire Communications for the same consideration, if any, as the consideration paid by the Company for the Class A Common Stock, with the intention that the number of Clearwire

Communications Class A Common Interests held by the Company will equal the number of shares of Class A Common Stock outstanding.

          At any time that the Company issues any equity securities (other than compensatory options issued pursuant to an incentive plan or equity securities issued to fund other business activities of the Company that have been approved by the Company’s board of directors), the following will occur: (1) the Company will contribute to the capital of Clearwire Communications an amount of cash equal to the issue price of the Class A Common Stock or other equity securities and (2) Clearwire Communications will issue Clearwire Communications Common Interests or other securities as follows: (a) in the case of an issuance of a number of shares of Class A Common Stock, Clearwire Communications will issue an equal number of Clearwire Communications Class A Common Interests to the Company and an equal number of Clearwire Communications Voting Interests registered in the name of the Company; and (b) in the case of an issuance of any securities not covered under (a) above, Clearwire Communications will issue to the Company an equal number of Clearwire Communications Common Interests or other securities (including Clearwire Communications Voting Interests, if applicable) with rights, terms and conditions that are substantially the same as those of the Company equity securities issued.

          Restrictions on Transfer

          Subject to certain conditions, members may transfer their interests in Clearwire Communications (either with or without the corresponding shares of Class B Common Stock) to then-existing holders of interests in Clearwire Communications or to certain affiliates of the member. However, the Operating Agreement provides that each member of Clearwire Communications will not permit its interests in Clearwire Communications to be held (whether by initial holders or transferees) by more than a specified number of holders, and will not transfer (whether directly or indirectly) any interest in Clearwire Communications, or take any other action, that would result in Clearwire Communications having more than 100 partners for United States federal income tax purposes.

          Further, a member or its transferee may transfer its interests in Clearwire Communications only on notice to Clearwire Communications, in accordance with the Operating Agreement and, in the case of a transferee, on delivery of a required transfer agreement to Clearwire Communications. Unless certain conditions are satisfied, none of Sprint, Intel, the Strategic Investors or their permitted transferees may transfer their respective interests in Clearwire Communications if such transfer or transfers would result in the transferee having voting power in the Company equal to or greater than 50% of the voting power that Sprint has at the Closing, as adjusted pursuant to the Transaction Agreement. A member that is a Securities Holding Company (as defined in the Operating Agreement) may transfer its interests in Clearwire Communications through the transfer by the holder of 100% of the securities in such Securities Holding Company of all of its securities in such Securities Holding Company, subject to certain restrictions.

          Preemptive Rights

          If Clearwire Communications proposes to issue any new equity securities, other than in certain issuances, each member of Clearwire Communications, including Eagle River but excluding the Company, has the right to purchase its pro rata share of such equity securities, based on the number of equity securities held by such holder before such issuance. Eagle River’s pro rata share will be determined based on the number of equity securities that correspond to the number of shares of Common Stock that Eagle River would have been entitled to purchase as its pro rata share under the Equityholders’ Agreement had the issued equity securities been Common Stock issued by the Company.

          Rights of First Offer

          If a member desires to transfer any of its Clearwire Communications Common Interests to a person other than a member or permitted transferee of such member, it must first offer to sell such Clearwire Communications Common Interests to the other members (and to Eagle River) on the same terms and conditions as it had proposed to make such transfer. The subject Clearwire Communications Common Interests will be allocated among the accepting members pro rata based on their ownership of Clearwire Communications Common Interests. If the other members accept the offer, collectively, for all but not less than all of the subject Clearwire Communications Common Interests, the members will consummate such purchase. If the offer to the other members is over-subscribed, the subject Clearwire Communications Common Interests will be allocated among the accepting members pro rata based on their then ownership of Clearwire Communications Common Interests. If the offer to the other members is not fully subscribed, the offer shall be deemed to have been rejected and the selling member may proceed with the proposed sale, subject to certain limitations. If Eagle River exercises its right of first offer and acquires Clearwire Communications Common Interests, then, if not previously admitted as a member, it will be admitted as a member of Clearwire Communications by the managing member. Certain transfers are not subject to this right of first offer, however, including transfers that are part of a business combination that constitutes a change of control of the Company or Clearwire Communications and certain “spin-off” transactions.

          Tag-Along Rights

          If the Principal Member (as defined in the Operating Agreement) elects to sell all or any portion of its Clearwire Communications Common Interests (the “Sale Interests”), in a transaction after which the transferee would hold voting power of Clearwire Communications greater than 50% of the voting power that Sprint has at the Closing, as adjusted pursuant to the Transaction Agreement, each other member (excluding the Company, but including Eagle River if Eagle River has become a member) will have the option to sell a pro rata portion of its Clearwire Communications Common Interests, instead of the Sale Interests, and the number of Sale Interests to be sold by the Principal Member will be reduced by the applicable number of Clearwire Communications Common Interests to be included in the sale by the other members.

          Other Tax Matters

          The Operating Agreement provides that Clearwire Communications will be treated as a partnership for federal and all applicable state and local income tax purposes unless the Company causes Clearwire Communications to be treated other than as a partnership in accordance with, and subject to the conditions of, the Equityholders’ Agreement.

          Unless there is a “bona fide non-tax business need” (as defined in the Operating Agreement) for doing so, Clearwire Communications and its subsidiaries are precluded from entering into a taxable disposition of former Company assets or former Sprint assets that are intangible property and that would cause the recognition of built-in gain in excess of $10 million to be allocated to the Company or Sprint under Section 704(c) of the Code during any period of 36 months. Certain notification procedures must be complied with prior to Clearwire Communications entering into such a disposition.

          If Clearwire Communications or any of its subsidiaries enters into a transaction that results in the recognition of any portion of the built-in gain with respect to a former Sprint asset, subject to certain exceptions, Clearwire Communications is required, upon request by Sprint, to make a tax loan to Sprint on specified terms. The principal amount of any tax loan to Sprint will be the amount by which the built-in gain recognized by Sprint on the sale of former Sprint assets exceeds any tax losses allocated by

Clearwire Communications to Sprint in the taxable year in which the sale of such built-in gain assets occurs, multiplied by specified tax rates. Interest on any tax loan will be payable by Sprint semiannually at a specified floating rate.

          The foregoing description of the Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Commercial Agreements

          At Closing, Clearwire Communications entered into the following commercial agreements with Sprint and the Investors, which relate to, among other things, the bundling and reselling of the Company’s Worldwide Inter-Operability for Microwave Access (“WiMAX”) services and Sprint’s 3G services, the embedding of WiMAX chips into various devices, and the development of Internet services and protocols.

          Intellectual Property Agreement. At Closing, Clearwire Communications entered into an intellectual property agreement with Sprint (the “Intellectual Property Agreement”), pursuant to which Sprint assigned and caused its controlled affiliates to assign to the Company, and all persons in which the Company is the owner, directly or indirectly, of at least 50% of the person’s voting stock, all of Sprint’s right, title and interest in certain WiMAX patent applications, certain trademarks, and certain other software and other proprietary information related to its WiMAX business. In addition, Sprint granted and caused its controlled affiliates to grant to the Company, and all persons in which the Company is the owner of at least 50% of the person’s voting stock, non-exclusive licenses to exercise any rights with respect to certain proprietary software and certain WiMAX-related proprietary information owned by Sprint or its controlled affiliates prior to the effective date of the Intellectual Property Agreement and not otherwise assigned to the Company or any persons in which the Company is the owner of at least 50% of the person’s voting stock.

          Under the Intellectual Property Agreement, Sprint and Clearwire Communications agree to cooperate in connection with:

• the preparation, filing, prosecution, maintenance and defense of each other’s patents;

• any suit for infringement of each other’s patents brought by the Company, Sprint or their controlled affiliates against a third party; and

• executing any applicable documents requested by one another to perfect ownership and register patent assignments with any patent office.

          Further, the Company and Sprint agree to not assert their respective patent rights against each other for a period of ten years from date of the agreement (or 15 years with respect to patents related to Voice-over-Internet Protocol (“VoIP”) owned by Sprint and its subsidiaries) or for so long as Sprint has an ownership interest in Clearwire Communications, whichever is longer. Subject to certain exceptions, all intellectual property assigned or licensed would be assigned or licensed, as applicable, “as is,” without any representations, warranties or indemnifications. Sprint and the Company may potentially cooperate in defending third-party infringement suits by asserting patents for the benefit of the other.

          3G MVNO Agreement. At the Closing, Clearwire Communications exercised an option to become a party to a non-exclusive MVNO Support Agreement entered into on May 7, 2008, among Sprint Spectrum L.P. d/b/a Sprint, Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum

Investments, LLC (the “3G MVNO Agreement”). Under the 3G MVNO Agreement, Sprint agrees to sell its code division multiple access (“CDMA”), mobile voice and data communications service (the “PCS Service”), for the purpose of resale by the other parties to each of their respective end user customers. Certain related entities, affiliates and purchases of divested cable operations are also authorized in certain circumstances to purchase under the 3G MVNO Agreement for resale to their respective end users. The PCS Service includes Sprint’s existing core network services, other network elements and information that enable a third party to provide services over the network, or core network enablers, and, subject to certain limitations and exceptions, new core network services, core network enablers and certain customized services. The 3G MVNO Agreement specifically excludes access to Sprint’s Integrated Digital Enhanced Network (“iDEN”), and services operating on a 2.5 GHz spectrum or any unlicensed spectrum, except as provided in the 3G MVNO Agreement with respect to certain converged products and services. Sprint has the right to implement network controls as long as they are implemented consistently across the retail and wholesale base and notice is provided.

          Subject to certain exceptions, each of Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC, Clearwire Communications and any other parties permitted to become a party to the 3G MVNO Agreement that elect the option to do so (collectively, the “3G MVNOs” and each, a “3G MVNO”), may market and sell the PCS Service provided that it does so as part of a defined bundle of products and services (each 3G MVNO has its own unique bundling terms). Also, subject to certain exceptions, the 3G MVNOs are restricted from reselling the PCS Service to other resellers. Subject to certain exceptions, the 3G MVNOs generally may not target market their respective end users activated on the Sprint network to switch to a competing wireless network or mass migrate their respective end users activated on the Sprint network to another competing wireless network.

          With certain exceptions, the pricing of the PCS Service is primarily volume or usage based pricing with provisions to ensure long-term price competitiveness. Each 3G MVNO receives price protections designed to keep the Sprint offering market competitive with offerings to other similar resellers, taking into account a number of factors. Each 3G MVNO also receives protections from Sprint entering agreements with more favorable terms. With certain exceptions, each 3G MVNO has the right to opt into any agreement related to the wireless broadband services between Sprint and any other 3G MVNO on substantially identical terms.

          While each party is responsible for procuring its own devices, Sprint is obligated to provide commercially reasonable assistance in obtaining terms from device manufacturers that are more favorable than those terms that could be obtained independently. Each 3G MVNO is responsible for the relationship with the end user customer, including pricing, care and billing. Each 3G MVNO has the right to “tag along” with Sprint to successor networks to which Sprint migrates its comparable CDMA base, and, in certain circumstances, Sprint has a “drag along” right to force these parties to transition to such a successor network.

          Each of Google and Intel and their respective controlled affiliates have the option to become a party to the 3G MVNO Agreement under the same general terms as the initial 3G MVNOs. In addition, each party to the 3G MVNO Agreement has customary indemnification obligations.

          The 3G MVNO Agreement has an initial term that ends on December 31, 2018 with, subject to certain scale conditions, the 3G MVNOs’ unilateral option to renew for up to two additional successive five-year periods by notice to Sprint. Following expiration of the second five-year renewal, the 3G MVNO Agreement automatically renews for successive three-year renewal periods unless Sprint or another party to the 3G MVNO Agreement provides notice of its intent not to renew at least 90 days prior to the end of the term then in effect.

          4G MVNO Agreement. At Closing, Clearwire Communications entered into a 4G MVNO Agreement with Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P. (the “4G MVNO Agreement”), pursuant to which it sells its wireless broadband services to the other parties to the 4G MVNO Agreement, for the purposes of the purchasers marketing and reselling the wireless broadband services to each of their respective end user customers. The wireless broadband services to be provided under the 4G MVNO Agreement are generally comprised of those services provided by Clearwire Communications to its retail customers, or standard network services, and certain other wireless broadband services, or non-standard network services requested by Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC and any other parties permitted to become a party to the 4G MVNO Agreement that exercise the option to do so (collectively, the “4G MVNOs” and each, a “4G MVNO”). Under the 4G MVNO Agreement, Clearwire Communications agree to, among other things, use commercially reasonable efforts to provide support services to each of the 4G MVNOs and to develop by certain prescribed dates certain wireless service and network elements.

          Subject to certain exceptions, each 4G MVNO may market and sell the wireless broadband service provided that it does so as part of a defined bundle (each 4G MVNO has a unique bundle requirement). Also, subject to certain exceptions, the 4G MVNOs will be restricted from reselling the wireless broadband service to other resellers.

          During the first seven years, Clearwire Communications has the exclusive right to develop and contract with original equipment manufacturers (“OEMs”), regarding embedded devices, including devices capable of functioning on a mobile WiMAX network, and will exclusively work with OEMs to embed client managers. For a period of time and subject to certain exceptions, the 4G MVNOs generally may not target market their respective end users activated on the Clearwire Communications network to switch to a competing wireless network or mass migrate their respective end users activated on the Clearwire Communications network to another competing wireless network.

          With certain exceptions, each 4G MVNO has the right to opt into any agreement related to the wireless broadband services between Clearwire Communications and any other 4G MVNO. Similar opt-in rights and bundling service protections are available with respect to any 4G agency agreement entered into between Clearwire Communications and any 4G MVNO. In certain circumstances, any purchaser of the divested cable television system of a multiple system operator that becomes a party to the 4G MVNO Agreement or Sprint wireless operations is authorized to purchase services under the 4G MVNO Agreement.

          With certain exceptions, the pricing of the wireless broadband service is primarily a discount from Clearwire Communications’ retail price for similar services and pricing determinations will differ between standard and non-standard service offerings. Each 4G MVNO receives price protections in the form of certain terms and conditions that are designed to keep the Clearwire Communications offering market competitive with offerings to other similar resellers. Subject to certain qualifications, each 4G MVNO is entitled to more favorable economic and non-economic terms for the wireless broadband services provided by Clearwire Communications or certain of its affiliates to any other reseller.

          While each party is responsible for procuring its own devices, Clearwire Communications is obligated to provide commercially reasonable assistance in obtaining terms from device manufacturers that are more favorable than those terms that could be obtained independently. In addition, the 4G MVNO Agreement includes certain protections from any party’s exclusive arrangements with device manufacturers. Clearwire Communications has the right to implement network controls as long as they are implemented consistently across the retail and wholesale base and notice was provided. Each 4G MVNO is responsible for the relationship with the end user customer, pricing, care and billing with

respect to the wireless broadband service. The 4G MVNO Agreement provides for broad operational support capabilities that provided by Clearwire Communications.

          Google and its controlled affiliates have the option and Intel may accept the option for itself and its controlled affiliates to become a party to the 4G MVNO Agreement under the same general terms as the 4G MVNOs. The 4G MVNO Agreement has a five-year initial term with perpetual automatic five-year renewals, unless any 4G MVNO elects solely as to itself to provide notice of its intent not to renew at least 180 days prior to the end of the term then in effect. The 4G MVNO Agreement further provides that Clearwire Communications cannot enter into any other agreement that contains exclusivity provisions that are binding on any 4G MVNO or its customers or otherwise limit any 4G MVNO’s ability to provide services to such 4G MNVO customers. Clearwire Communications has customary indemnification obligations under the 4G MVNO Agreement.

          4G Authorized Sales Representative Agreement. At Closing, Clearwire Communications entered into an authorized sales representative agreement (the “4G ASR Agreement”), pursuant to which Sprint may act as a non-exclusive sales representative on behalf of Clearwire Communications, to solicit subscribers to purchase Clearwire Communications services. These subscribers will enter into service agreements with Clearwire Communications and will be customers of Clearwire Communications with respect to the services provided by Clearwire Communications. The 4G ASR Agreement has an initial term of one year and may be extended beyond the initial one-year term only if neither party gives notice that it does not wish to extend the 4G ASR Agreement.

          3G National Retailer Agreement. At Closing, Sprint Solutions, Inc. and other Sprint affiliated entities (collectively, the “Sprint Entities”), entered into a national retailer agreement (the “3G Retailer Agreement”), pursuant to which Clearwire Communications may act as a non-exclusive sales representative on behalf of the Sprint Entities to solicit subscribers to purchase services from the Sprint Entities. These subscribers will enter into subscription agreements with Sprint Solutions, Inc. or another Sprint affiliate, and will be customers of such Sprint entity with respect to the services provided by Sprint. The 3G Retailer Agreement has an initial term of one year and may be extended beyond the initial one-year term only if neither party gives notice that it does not wish to extend the 3G Retailer Agreement.

          Intel Market Development Agreement. At Closing, Clearwire Communications entered into a market development agreement with Intel (the “Intel Market Development Agreement”) pursuant to which Clearwire Communications promotes the use of certain notebook computers and mobile Internet devices on our network, and Intel would develop, market, sell and support WiMAX embedded chipsets for use in certain notebook computers and mobile Internet devices that may be used on the Company’s network. The Intel Market Development Agreement lasts for a term of seven years from the date of the agreement, with Intel having the option to renew the agreement for successive one year terms up to a maximum of 13 additional years provided that Intel meets certain requirements. If Intel elects to renew the agreement for the maximum 20-year term, the agreement will thereafter automatically renew for successive one-year renewal periods until either party terminates the agreement. In addition, any time during the initial seven-year term, Intel may elect to become a party to the 4G MVNO Agreement or a party to both the 4G MVNO Agreement and the 3G MVNO Agreement. Any election with respect to the 4G MVNO Agreement must be on the same terms and conditions as those offered to the other 4G MNVOs, and includes an obligation on Intel to bundle additional services with WiMAX access service. If Intel elects to become a party to the 4G MVNO Agreement or a party to both the 4G MVNO Agreement and the 3G MVNO Agreement, and if such election is made in the first three years of the Intel Market Development Agreement, the Intel Market Development Agreement will terminate three years from the date of the agreement. If such election is made more than three years after the date of the Intel Market Development Agreement but before the end of the seventh year of the Intel Market Development

Agreement, then the Intel Market Development Agreement will terminate at the time such election becomes effective.

          Under the Intel Market Development Agreement, Clearwire Communications pays to Intel a portion of the access revenues received from some retail customers using certain Intel-based notebook computers, or other mutually agreed on devices on the Company’s network, for a defined period of time, which we do not believe will have a significant impact on our profitability. Subject to certain qualifications, Clearwire Communications also pays to Intel a one-time fixed payment for each new qualifying Intel-based device activated on Clearwire Communications’ network during the initial term. Intel has committed, subject to certain conditions and limitations, to help ensure, during a specified period, the commercial availability of notebook computers and mobile Internet devices that operate on the Company’s network. In addition, Intel provides engineering and validation with respect to the use of certain notebook computers on the Company’s network, including supporting interoperability testing. Subject to a number of conditions, Intel has committed to spend, or cause others to spend, specified amounts on marketing within the first seven-year period, and Clearwire Communications will spend, or cause others to spend, set amounts on marketing within a specified time frame. Intel has agreed to develop a co-branding construct to promote the Company’s network and is also obligated to conduct direct marketing and indirect marketing programs and activities. Clearwire Communications has committed to achieving a minimum POPs (defined as the estimated population of the Company’s service area) coverage during the initial term.

          Under the Intel Market Development Agreement, for a period of three years, Clearwire Communications is not permitted to commercially deploy any wireless broadband or data technology, except for WiMAX and complementary services (including wireless fidelity (“Wi-Fi”), for example). Clearwire Communications is relieved of this restriction if WiMAX service does not meet the minimum performance requirements. The Intel Market Development Agreement provides that Intel and Clearwire Communications must become involved with Open Patent Alliance, LLC, an entity formed to protect and promote the global implementation of WiMAX and to create patent pools for licensing of patent claims essential to WiMAX technology, and make certain capital contributions when due to Open Patent Alliance, LLC. The Intel Market Development Agreement is terminable by either party without penalty on default of the other party. Subject to certain conditions, either party is permitted to transfer the agreement on the occurrence of a change in control.

          Google Products and Services Agreement. At Closing, Clearwire Communications entered into a products and services agreement with Google (the “Google Products and Services Agreement”), pursuant to which Clearwire Communications and Google will collaborate on a variety of products and services. Google will provide advertising services to Clearwire Communications for use with certain websites and devices, and Clearwire Communications will utilize these Google advertising services on an exclusive basis for its retail customers. Google will pay Clearwire Communications a percentage of the revenue that Google generates from these advertising services. Google will also provide a suite of hosted communications services, including email, instant messaging and calendar functionality, to us for integration into our desktop portal offering. Furthermore, Clearwire Communications will support the open-source Android platform, will work with Google to offer certain other Google applications, and will explore working with Google on a variety of other potential products and services. The Google Products and Services Agreement has a term of three years.

          Google Spectrum Agreement. At Closing, Clearwire Communications entered into a spectrum agreement with Google (the “Google Spectrum Agreement”), pursuant to which Clearwire Communications will make available to Google certain of its excess 2.5 GHz spectrum in various markets, if Clearwire Communications determines there is any, for experimental usage by Google and for development of alternative applications by third parties operating under the direction and approval of the

Company and Google. The third-party use of the Company’s spectrum beyond that used for WiMAX technology can not be utilized in a manner that will interfere with the Company’s use of the its spectrum for WiMAX technology, and will be subject to availability. The revenue generated from the spectrum usage other than for WiMAX technology, if any, must be shared by Google and the Company. The Google Spectrum Agreement provides for an initial term of five years from the date of the agreement. The Google Spectrum Agreement is terminable by either party on default of the other party.

          Master Site Agreement. At Closing, Clearwire Communications entered into a master site agreement with Sprint (the “Master Site Agreement”), pursuant to which Sprint and Clearwire Communications established the contractual framework and procedures for the leasing of tower and antenna collocation sites to each other. Leases for specific sites will be negotiated by Sprint and Clearwire Communications on request by the lessee. The leased premises may be used by the lessee for any activity in connection with the provision of wireless communications services, including attachment of antennas to the towers at the sites. The term of the Master Site Agreement is ten years from execution. The term of each lease for each specific site is five years, but the lessee has the right to extend the term for up to an additional 20 years. The lessee is responsible for payment of a monthly fee per site to the other party. The lessee is also responsible for the utility costs and for certain additional fees.

          Master Agreement for Network Services. At Closing, Clearwire Communications entered into a master agreement for network services with the Sprint Entities (the “Master Agreement for Network Services”), pursuant to which the Sprint Entities and Clearwire Communications established the contractual framework and procedures for Clearwire Communications to purchase network services from Sprint Entities. Clearwire Communications may order various services from the Sprint Entities, including IP network transport services, data center collocation, toll-free services and access to the following business platforms: voicemail, instant messaging services, location-based systems and media server services. Clearwire Communications is not obligated to purchase these services from the Sprint Entities. The Sprint Entities must provide a service level agreement that is consistent with the service levels provided to similarly situated customers. Pricing will be specified in separate product attachments for each type of service; in general, the pricing is based on the mid-point between fair market value of the service and the Sprint Entities’ fully allocated cost for providing the service. The term of the Master Agreement for Network Services is five years, but Clearwire Communications has the right to extend the term for an additional five years.

          IT Master Services Agreement. At Closing, Clearwire Communications entered into an IT master services agreement with the Sprint Entities (the “IT Master Services Agreement”), pursuant to which the Sprint Entities and Clearwire Communications established the contractual framework and procedures for Clearwire Communications to purchase information technology (“IT”), application services from the Sprint Entities. Clearwire Communications may order various information technology application services from the Sprint Entities, including human resources applications, supply chain and finance applications, device management services, data warehouse services, credit/address check, IT help desk services, repair services applications, customer trouble management, coverage map applications, network operations support applications, and other services. The specific services requested by Clearwire Communications will be identified in Statements of Work to be completed by the Sprint Entities and Clearwire Communications. The Sprint Entities must provide service levels consistent with the service levels the Sprint Entities provide to their affiliates for the same services. Pricing will be specified in each separate Statement of Work for each type of service. The term of the IT Master Services Agreement is five years, but Clearwire Communications has the right to extend the term for an additional five years.

          The foregoing commercial agreement descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements which are filed as Exhibits 10.57 through 10.67 to the Registration Statement and incorporated by reference herein.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

          As previously disclosed, on November 21, 2008, Old Clearwire, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. as co-documentation agents, JP Morgan Chase Bank, N.A. as syndication agent, Morgan Stanley & Co., Inc. as collateral agent, Morgan Stanley Senior Funding, Inc. as administrative agent and the other lenders party thereto (collectively, the “Lenders”), entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”), to amend various terms of Old Clearwire’s Credit Agreement, dated as of July 3, 2007, as amended. Under the Amended Credit Agreement, all obligations of Old Clearwire were assumed by the Company’s subsidiaries, Clearwire Legacy, LLC and Clearwire XOHM, LLC (f/k/a Sprint Sub LLC) (collectively, the “Borrower”). The Borrower’s obligations under the Amended Credit Agreement are guaranteed by Clearwire Communications’ domestic and international subsidiaries (excluding the assets, but including the capital stock, of Clearwire International, LLC and its subsidiaries).

          On December 1, 2008, the Borrower added an additional tranche of term loans under the Amended Credit Agreement (collectively, the “Term Loans”), which was provided by Sprint (the “Incremental Sprint Term Loan”), as permitted by the terms of the Amended Credit Agreement, as amended by the Incremental Sprint Term Loan Amendment (the “Sprint Amendment”), dated as of December 1, 2008. The Incremental Sprint Term Loan is in an aggregate principal amount of $179,251,381. The terms of the Incremental Sprint Term Loan are in general the same as those of the Term Loans, however for purposes of repayment and in the event of liquidation, dissolution or bankruptcy of the Borrower, the Incremental Sprint Term Loan is subordinated to the Term Loans and obligations under the Amended Credit Agreement.

          The foregoing description of the Amended Credit Agreement and the Sprint Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed as of November 24, 2008 and incorporated by reference herein, and the full text of the Sprint Amendment, filed as Exhibit 10.2 hereto and incorporated by reference herein.

ITEM 3.02. Unregistered Sales of Equity Securities.

          Upon consummation of the Transactions, the Company and Clearwire Communications received (i) from Sprint, a contribution of spectrum and certain other assets associated with the development and operations of Sprint’s WiMAX business in exchange for non-voting equity interests in Clearwire Communications, and $37,000 in cash as consideration for 370 million shares of Class B Common Stock of the Company; (ii) from the Investors other than Google, an aggregate of $2.7 billion in cash as consideration for non-voting equity interests in Clearwire Communications and 135 million shares of Class B Common Stock of the Company; and (iii) from Google, $500 million in cash as consideration for 25 million shares of Class A Common Stock of the Company. The number of shares of Class B Common Stock of the Company and non-voting equity interests of Clearwire Communications is subject to post-closing adjustment as set forth in the Transaction Agreement. These sales were effected pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended.

          The Class B Common Stock carries with it a conversion right. Subject to certain limitations, a holder of Class B Common Stock has the right to exchange one share of Class B Common Stock together with one Clearwire Communications Class B Common Interest for one share of Class A Common Stock.

Item 3.03. Material Modification to Rights of Security Holders.

          At the Closing, the Charter and the Company’s Bylaws became effective.

          In general, the Charter and the Company’s Bylaws provide that the approval of the holders of at least a majority of all of the votes cast by the stockholders present and entitled to vote at a stockholder meeting at which a quorum is present will be required for corporate action that requires a stockholder vote. However, the Charter provides that the approval of the holders of at least 75% of all of the outstanding shares of capital stock of the Company entitled to vote in the election of directors, voting together as a single class, will be required to approve certain actions constituting a change of control of the Company or Clearwire Communications. In addition, the Charter and the Company’s Bylaws provide that special meetings of the stockholders may only be called by a majority of the board of directors, the chairman of the board, the chief executive officer, the president, the holders of at least 66²/₃ in voting power of all of the then-outstanding shares of Class B Common Stock or the holders of at least 50% in voting power of the then-outstanding shares of Class A Common Stock.

          Under the Charter, holders of Class A Common Stock or Class B Common Stock are subject to certain transfer restrictions. In addition, a holder of Class B Common Stock will be able to exchange one share of Class B Common Stock together with one Clearwire Communications Class B Common Interest for one share of Class A Common Stock. If any holder of Class B Common Stock attempts to transfer a share of Class B Common Stock without a corresponding Clearwire Communications Class B Common Interest, that share of Class B Common Stock will be redeemed by the Company for its par value.

          The foregoing descriptions of the Charter and the Company’s Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter and the Company’s Bylaws which are filed as Exhibits 3.1 and 3.2 hereto and incorporated by reference herein.

          The information set forth under the heading “Equityholders’ Agreement” in Item 1.01 of this Report is hereby incorporated by reference into this Item.

ITEM 5.01. Changes in Control of Registrant.

          The Transactions resulted in a change of control of the Company, with Sprint and the Investors receiving shares of Class A Common Stock and Class B Common Stock which represents approximately 81% of the Company’s outstanding voting power at the Closing.

          The information set forth under the heading “Equityholders’ Agreement” in Item 1.01 of this Report is hereby incorporated by reference into this Item.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

          In connection with the Transactions, the resignations of Benjamin G. Wolff, Perry Satterlee and John Butler were accepted by the Company, effective upon the merger that forms part of the Transactions.

Election of Directors

          Effective as of the Closing, the following persons were appointed as directors of the Company:

Craig O. McCaw

Daniel R. Hesse

Keith O. Cowan

Dennis S. Hersch

John W. Stanton

Frank Ianna

Jose Collazo

Sean Maloney

          The board of directors has determined that Mr. Hersch, Mr. Stanton, Mr. Ianna and Mr. Collazo are “independent” under NASDAQ rules and the federal securities laws, and it is anticipated that Mr. Stanton will serve as a member of the Company’s Audit Committee. In addition, Mr. McCaw was designated as the Chairman of the board of directors.

Resignation and Removal of Officers

          The resignation of John Butler from his position as Chief Financial Officer was accepted by the Company, effective as of the Closing. In addition, each other executive officer of the Company was removed from their respective positions by the board of directors, effective as of the Closing. Until a replacement for Mr. Butler is found, Hope Cochran, Senior Vice President, Finance and Treasurer, will serve as the Principal Financial Officer of the Company.

Appointment of New Executive Officers

          Also in connection with the Transactions, and effective as of the Closing, the following persons were appointed by the board of directors as executive officers of the Company, in the respective positions set forth below.

Name	Age		Position
Benjamin G. Wolff		39	Chief Executive Officer
Barry West		63	President and Chief Architect
Perry S. Satterlee		48	Chief Operating Officer
Hope F.Cochran		37	Senior Vice President — Finance and Treasurer

Name	Age		Position
Robert DeLucia		44	Vice President — Chief Accounting Officer
Atish Gude		44	Senior Vice President — Chief Marketing Officer
Broady Hodder		37	Senior Vice President — General Counsel & Secretary
R. Gerard Salemme		54	Executive Vice President — Strategy, Policy & External Affairs
Scott Richardson		42	Senior Vice President — Chief Strategy Officer
Scott Hopper		46	Senior Vice President — Corporate Development
John Saw		46	Senior Vice President — Chief Technology Officer

          Benjamin G. Wolff - Chief Executive Officer. Mr. Wolff served as Old Clearwire’s Chief Executive Officer and as a director since January 2007. Mr. Wolff previously served as Co-President and Chief Strategy Officer from October 2005 to January 2007, and as Old Clearwire’s Co-Chief Executive Officer from May 2006 to January 2007. Previously, Mr. Wolff served as Old Clearwire’s Executive Vice President from April 2004 to October 2005. In addition to his positions with the Company, Mr. Wolff is a principal of Eagle River, the President of Eagle River and Eagle River, Inc., Eagle River’s parent company, and a director of ICO and ICO North America. Mr. Wolff also serves on the board of CTIA — the Wireless Association® and on the board of the Woodland Park Zoo in Seattle, Washington. From August 1994 until April 2004, Mr. Wolff was a lawyer with Davis Wright Tremaine LLP, where he became a partner in January 1998. Mr. Wolff’s practice focused on mergers and acquisitions, corporate finance and strategic alliance transactions. While with Davis Wright Tremaine LLP, he co-chaired the firm’s Business Transactions Department and served on the firm’s Executive Committee.

          Barry West - President and Chief Architect. Prior to becoming President and Chief Architect of the Company in November 2008, Mr. West served as President for the XOHM business unit and Sprint Chief Technology Officer and President — 4G Mobile Broadband. Mr. West was appointed President - 4G Mobile Broadband effective August 2006. Mr. West was appointed Chief Technology Officer at the time of the Sprint-Nextel merger in August 2005. He served as Executive Vice President and Chief Technology Officer of Nextel Communications, Inc. from March 1996 until August 2005.

          Perry S. Satterlee - Chief Operating Officer. Prior to being appointed as the Company’s Chief Operating Officer in November 2008, Mr. Satterlee served as Old Clearwire’s President since January 2007, Chief Operating Officer since July 2004 and as the President and Chief Executive Officer of Clearwire US LLC since May 2006. Mr. Satterlee served as Old Clearwire’s Co-President from October 2005 to January 2007. Previously, Mr. Satterlee was Old Clearwire’s Chief Operating Officer from July 2002 to July 2004, and Vice President-Sales and Marketing, from August 1998 to July 2004, of Nextel Partners Inc. Before joining Nextel Partners, Mr. Satterlee was the President-Pacific Northwest Area of Nextel Communications, Inc. Before joining Nextel, Mr. Satterlee served from 1992 to 1996 as Vice President and General Manager of Central California District of AT&T Wireless Services, formerly McCaw Cellular. From 1990 to 1992, he was General Manager of McCaw Cellular’s Ventura/Santa Barbara market. From 1988 to 1990, Mr. Satterlee was Director of Planning for McCaw Cellular, where he led the company’s planning and budgeting processes.

          Hope F. Cochran — Senior Vice President, Finance and Treasurer. Ms. Cochran served as Old Clearwire’s Senior Vice President, Finance since August 2008 and as Treasurer since June 2006. From November 2005 to August 2008, Ms. Cochran was Old Clearwire’s Vice President, Finance. Previously, from May 2003 to August 2005, Ms. Cochran served as the Chief Financial Officer of Evant Incorporated, a planning and logistics software developer. From May 2001 to May 2003, Ms. Cochran served as the Controller of the Americas — Sales Operations for PeopleSoft, Inc. Before 2001, Ms.

Cochran was a founder and served as the Chief Financial Officer of SkillsVillage, a contractor supply chain management software provider, until its sale to PeopleSoft, Inc. In both chief financial officer positions, Ms. Cochran managed corporate finance, accounting, human resources, legal and facilities. Ms. Cochran began her career as an auditor at Deloitte & Touche LLP.

          Robert M. DeLucia — Chief Accounting Officer. Mr. DeLucia has served as Old Clearwire’s Chief Accounting Officer since May 2007. Before coming to Old Clearwire, Mr. DeLucia served in a variety of positions with Adelphia Communications Corporation from August 2002 to March 2007 as part of that company’s restructuring team, including most recently Vice President and Controller and previously Vice President of Reporting and Vice President and Assistant Controller. Before working for Adelphia, Mr. DeLucia worked for Public Interactive, Inc. as its interim Chief Financial Officer.

          Atish Gude — Senior Vice President and Chief Marketing Officer. Prior to being appointed as Clearwire’s Senior Vice President — Chief Marketing Officer in November 2008, Mr. Gude served as Senior Vice President of Business Operations/Mobile Broadband Operations for XOHM since August 2006. Prior to this role, from August 2005 to August 2006, he served as the Senior Vice President of Corporate Strategy for Sprint. From July 2000 to August 2005, Mr. Gude was the Vice President of Strategic Planning for Nextel Communications, Inc., where he was responsible for a number of aspects of corporate strategy as well as building the financial operating plan for Nextel Communications, Inc. during those years. Mr. Gude’s team drove Nextel Communications, Inc.’s efforts into wireless broadband, which involved launching and managing the Flarion/Raleigh-Durham market trial and efforts that ultimately led to the acquisition of the 2.5 GHz spectrum.

          Broady R. Hodder— Senior Vice President, General Counsel and Secretary. Mr. Hodder served as Old Clearwire’s Vice President and General Counsel since May 2006 and Secretary since June 2006. Previously, Mr. Hodder served as Old Clearwire’s Corporate Counsel and Assistant Secretary from November 2004 to November 2005 and Vice President Legal, Finance and Corporate Development from November 2005 to May 2006. Before joining Old Clearwire, from April 2001 to November 2004, Mr. Hodder was a lawyer with Davis Wright Tremaine LLP, where he became a partner in January 2004. Before joining Davis Wright Tremaine LLP, Mr. Hodder was a lawyer with Gray Cary Ware & Freidenrich LLP and Lionel Sawyer and Collins Ltd.

          R. Gerard Salemme — Executive Vice President, Strategy, Policy, and External Affairs. Mr. Salemme has served as a director of Old Clearwire since November 2003 and Executive Vice President, Strategy, Policy, and External Affairs of Old Clearwire since April 2004 and currently is a principal of Eagle River, a Vice President of Eagle River, Inc., and a director of and consultant to ICO and ICO North America. Previously, Mr. Salemme served as Old Clearwire’s Vice President and Secretary from November 2003 to April 2004. Before joining Old Clearwire, Mr. Salemme was Senior Vice President, External Affairs of XO Communications, Inc. from May 1997 to June 2003. Before joining XO Communications, Inc., Mr. Salemme served as AT&T Corp.’s Vice President of Government Affairs, directing AT&T Corp.’s federal regulatory public policy organization, including participation in the FCC’s narrowband and broadband PCS auctions. Before AT&T Corp., Mr. Salemme served as Senior Vice President, External Affairs for McCaw Cellular. Previously, Mr. Salemme was the Senior Telecommunications Policy Analyst for the United States House of Representatives Subcommittee on Telecommunications and Finance. Before joining the subcommittee, he was a Regional Manager at GTE Corporation/Sprint Corporation and supervised the company’s government relations in the New York/New England region. Mr. Salemme has also served as Chief of Staff to Congressman Ed Markey of Massachusetts and was a lecturer of economics at the University of Massachusetts at Salem.

          Scott Richardson — Senior Vice President and Chief Strategy Officer. Mr. Richardson served as Old Clearwire’s Chief Strategy officer since January 2007. From 2002 to 2006 Mr. Richardson led Intel’s broadband wireless business and most recently served as vice president of Intel’s Mobility Group and

general manager of the company’s Service Provider Business Group. In these roles, Mr. Richardson was responsible for creating the IEEE 802.16 standard and delivering the company’s silicon products for WiMAX Certified wireless equipment and access devices. From 1998 to 2002 Mr. Richardson served as general manager of Intel’s OEM communication systems business serving the networking and communications market. From 1988 to 1998 Mr. Richardson led software efforts within Intel’s Enterprise Server Group and held various staff roles in communications businesses.

          Scott Hopper — Senior Vice President, Corporate Development. Mr. Hopper served in this same role at Old Clearwire since November 15, 2005. Before joining Old Clearwire, Mr. Hopper served as Vice President — Corporate Development for Western Wireless Corporation from 1999 until Western Wireless Corporation’s sale to Alltel Corporation in 2005. In that role, Mr. Hopper was responsible for all of Western Wireless Corporation’s corporate and business development activities.

          John Saw, PhD. — Senior Vice President, Chief Technology Officer. Dr. Saw served as Old Clearwire’s Chief Technology Officer since July 2007. From October 2003 to July 2007 Dr. Saw served as Clearwire’s vice president of Engineering. Before joining Old Clearwire, from 2002 to 2003 Dr. Saw was senior vice president and general manager of Fixed Wireless Access at Netro Corp (now SR Telecom) where he initiated the rollout of Netro’s broadband wireless product in Europe. From 1997 to 2002 Dr. Saw served as chief engineer and vice president of Engineering at AT&T Wireless (now AT&T). At AT&T Wireless, Dr. Saw was instrumental in the development and rollout of the company’s digital broadband wireless service, one of the earliest OFDM-based wireless systems deployed and foreshadowed the subsequent development of the WiMAX 802.16 standards. Before joining AT&T Wireless, Dr. Saw spent nine years in various leadership positions at Nortel where he was involved in the development of TDMA, GSM, CDMA and fixed wireless cellular infrastructure and microwave radio products.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

          The information set forth in Item 3.03 of this Report is incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure

          Upon the Closing, the Company changed its name from New Clearwire Corporation to Clearwire Corporation. In addition, for a period of approximately 20 business days following the Closing, the Company’s Class A Common Stock will trade on the NASDAQ Global Select Market under the ticker symbol CLWRD, after which the ticker symbol will return to CLWR.

          On December 1, 2008, the Company issued a press release announcing the closing of the transactions described above. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1†	Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended, among Clearwire Corporation, Sprint Nextel Corporation, Intel Corporation, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC.
3.1†	Amended and Restated Certificate of Incorporation of Clearwire Corporation, effective

	as of November 28, 2008.
3.2†	Bylaws of Clearwire Corporation, effective as of November 28, 2008.
4.1†	Equityholders’ Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC.
4.2†	Registration Rights Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC.
10.1†	Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of November 28, 2008.
10.2†	Sprint Incremental Term Loan Amendment, dated as of December 1, 2008, by and among Clearwire Legacy LLC (formerly known as Clearwire Sub LLC), Clearwire XOHM LLC (formerly known as SX Sub, LLC), Clearwire Communications LLC, Morgan Stanley Senior Funding, Inc., as administrative agent and Sprint Nextel Corporation.
10.3††*	Form of Intellectual Property Agreement between Sprint Nextel Corporation and Clearwire Communications LLC.
10.4††*	MVNO Support Agreement, dated as of May 7, 2008 among Sprint Spectrum L.P. d/b/a Sprint, Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC.
10.5††*	Form of 4G MVNO Agreement among Clearwire Communications LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P. d/b/a Sprint.
10.6††*	Form of Market Development Agreement between Clearwire Communications LLC and Intel Corporation.
10.7††*	Form of Google Products and Services Agreement between Google Inc. and Clearwire Communications LLC.
10.8††*	Form of Spectrum Agreement, between Google Inc. and Clearwire Communications LLC.
10.9††*	Form of Master Site Agreement, between Clearwire Communications LLC and Sprint Nextel Corporation.
10.10††*	Form of Master Agreement for Network Services, between Clearwire Communications LLC and Sprint Solutions, Inc.
10.11††*	Form of Authorized Sales Representative Agreement between Clearwire Communications LLC and Sprint Nextel Corporation.
10.12††	Form of National Retailer Agreement between Sprint Solutions, Inc. and Clearwire Communications LLC.

10.13††*	Form of IT Master Services Agreement between Clearwire Communications LLC and Sprint Solutions, Inc.
99.1†	Press Release dated December 1, 2008

†	Filed herewith.
††	Incorporated by reference herein from New Clearwire Corporation’s Registration Statement No. 333-153128 on Form S-4, originally filed on August 22, 2008.
*	Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLEARWIRE CORPORATION
Dated: December 1, 2008
	By:	/s/ Broady R. Hodder
		Broady R. Hodder
		Senior Vice President and General Counsel

EXHIBIT INDEX

2.1†	Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended, among Clearwire Corporation, Sprint Nextel Corporation, Intel Corporation, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC.
3.1†	Amended and Restated Certificate of Incorporation of Clearwire Corporation, effective as of November 28, 2008.
3.2†	Bylaws of Clearwire Corporation, effective as of November 28, 2008.
4.1†	Equityholders’ Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC.
4.2†	Registration Rights Agreement, dated November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC.
10.1†	Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of November 28, 2008.
10.2†	Sprint Incremental Term Loan Amendment, dated as of December 1, 2008, by and among Clearwire Legacy LLC (formerly known as Clearwire Sub LLC), Clearwire XOHM LLC (formerly known as SX Sub, LLC), Clearwire Communications LLC, Morgan Stanley Senior Funding, Inc., as administrative agent and Sprint Nextel Corporation.
10.3††*	Form of Intellectual Property Agreement between Sprint Nextel Corporation and Clearwire Communications LLC.
10.4††*	MVNO Support Agreement, dated as of May 7, 2008 among Sprint Spectrum L.P. d/b/a Sprint, Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC.
10.5††*	Form of 4G MVNO Agreement among Clearwire Communications LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P. d/b/a Sprint.
10.6††*	Form of Market Development Agreement between Clearwire Communications LLC and Intel Corporation.
10.7††*	Form of Google Products and Services Agreement between Google Inc. and Clearwire Communications LLC.
10.8††*	Form of Spectrum Agreement, between Google Inc. and Clearwire Communications LLC.
10.9††*	Form of Master Site Agreement, between Clearwire Communications LLC and Sprint Nextel Corporation.

10.10††*	Form of Master Agreement for Network Services, between Clearwire Communications LLC and Sprint Solutions, Inc.
10.11††*	Form of Authorized Sales Representative Agreement between Clearwire Communications LLC and Sprint Nextel Corporation.
10.12††	Form of National Retailer Agreement between Sprint Solutions, Inc. and Clearwire Communications LLC.
10.13††*	Form of IT Master Services Agreement between Clearwire Communications LLC and Sprint Solutions, Inc.
99.1†	Press Release dated December 1, 2008

†	Filed herewith.
††	Incorporated by reference herein from New Clearwire Corporation’s Registration Statement No. 333-153128 on Form S-4, originally filed on August 22, 2008.
*	Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO THE

TRANSACTION AGREEMENT AND PLAN OF MERGER

     AMENDMENT NO. 1 (this “Amendment”) dated as of November 21, 2008 to the TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 7, 2008 (the “Transaction Agreement”), by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN, Google, Sprint and Clearwire, the “Parties”). Capitalized terms that are used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement and all Section references in this Amendment are to Sections of the Transaction Agreement unless otherwise specified.

     ACCORDINGLY, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:

     Section 1. Amendment to Exhibit I. Exhibit I to the Transaction Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit I attached hereto.

     Section 2. Amendments to Section 2.5. The Parties desire to clarify Section 2.5 of the Transaction Agreement to eliminate any potential ambiguities. Accordingly, Section 2.5 of the Transaction Agreement is hereby amended as follows:

          (i) Subsection (a) is hereby amended and restated in its entirety to read as follows:

“(a) Each share of Clearwire Class A Common Stock will be canceled and retired and cease to exist and will be converted into the right to receive one share of Class A Common Stock (the “Merger Consideration”); except that to the extent that any shares of Class A Common Stock are issued in exchange for unvested shares of restricted Clearwire Class A Common Stock that were granted to Clearwire employees under Clearwire Stock Option Plans or otherwise, those shares of Class A Common Stock will continue to have substantially the same terms and conditions as applied to the corresponding restricted shares immediately before the Effective Time;”

          (ii) The following shall be inserted as new subsection (b) and the remaining paragraphs in Section 2.5 shall be renumbered accordingly:

“(b) Each Clearwire restricted stock unit will be canceled and retired and cease to exist and will be converted into the right to receive one NewCo restricted stock unit and those NewCo restricted stock units will continue to have substantially the same terms and conditions as applied to the corresponding Clearwire restricted stock units immediately before the Effective Time;”

1

     Section 3. References. Each reference in the Transaction Agreement to “hereof,” “hereunder,” “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Transaction Agreement shall from and after the effective date of this Amendment refer to the Transaction Agreement as amended hereby, except in any instance in the Transaction Agreement where any such reference relates to the original date of the execution of the Transaction Agreement in which instance each such reference shall relate to the Transaction Agreement before giving effect to this Amendment.

     Section 4. Miscellaneous. Section 14.4 of the Transaction Agreement is hereby incorporated by reference into this Amendment and shall apply to this Amendment equally as if set forth fully herein. Except as expressly amended hereby, the Transaction Agreement shall remain in full force and effect.

[Rest of page intentionally left blank]

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     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

CLEARWIRE CORPORATION
By	/s/ Hope Cochran
	Hope Cochran
	Vice President, Finance and Treasurer

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

SPRINT NEXTEL CORPORATION
By	/s/ Keith O. Cowan
	Keith O. Cowan
	President of Strategic Planning and Corporate Initiatives

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

COMCAST CORPORATION
By	/s/ Robert S. Pick
	Robert S. Pick
	Senior Vice President

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

TIME WARNER CABLE INC.
By	/s/ Satish Adige
	Satish Adige
	Senior Vice President, Investments

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

BRIGHT HOUSE NETWORKS, LLC
By	/s/ Leo Cloutier
	Leo Cloutier
	Senior Vice President, Strategy & Development

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

GOOGLE INC.
By	/s/ Kent Walker
	Kent Walker
	Vice President and General Counsel

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

INTEL CORPORATION
By	/s/ Arvind Sodhani
	Arvind Sodhani
	Executive Vice President President, Intel Capital

CLEARWIRE CORPORATION
By	/s/ Hope Cochran
	Hope Cochran
	Vice President, Finance and Treasurer

[Signature page to Amendment No. 1 to the Transaction Agreement and Plan of Merger by and
among Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner
Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation]

EX-3.1

Exhibit 3.1

EXECUTION COPY

RESTATED CERTIFICATE OF INCORPORATION

OF

NEW CLEARWIRE CORPORATION

     New Clearwire Corporation, a Delaware corporation (the “Corporation”), hereby certifies as follows:

     1. The name of the Corporation is New Clearwire Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State was May 14, 2008, under the name of New Clearwire Corporation.

     2. This Restated Certificate of Incorporation amends in its entirety the Certificate of Incorporation as currently in effect of the Corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware as from time to time in effect including any successor provisions of law (the “DGCL”) by written consent of the holders of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the DGCL.

     3. This Restated Certificate of Incorporation shall be effective at 1:00 a.m. Eastern Standard Time on November 28, 2008.

     4. The text of the Certificate of Incorporation as currently in effect is hereby amended and restated to read as set forth in full herein:

ARTICLE 1

          Section 1.1 Name. The name of the corporation is New Clearwire Corporation (the “Corporation”).

ARTICLE 2

          Section 2.1 Address. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at the address above is Corporation Service Company.

ARTICLE 3

          Section 3.1 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as from time to time in effect including any successor provisions of law (the “DGCL”).

ARTICLE 4

          Section 4.1 Capitalization. The total number of shares of all classes of stock that the Corporation is authorized to issue is 2,065,000,000 shares, consisting of 15,000,000 shares of Preferred Stock, par value $.0001 per share (“Preferred Stock”), 1,300,000,000 shares of Class A Common Stock, par value $.0001 per share (“Class A Common Stock”), and 750,000,000 shares of Class B Common Stock, par value $.0001 per share (“Class B Common Stock” together with the Class A Common Stock, the “Common Stock”). The number of authorized shares of any of the Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of a particular class then outstanding plus, in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with

           (A) the exchange of Class B Common Stock and Class B Common Units under agreements between the Corporation and holders of Class B Common Stock and Class B Common Units or Article 5 of this Certificate of Incorporation; and

           (B) the exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for Class A Common Stock),

in each case by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Class A Common Stock, Class B Common Stock or Preferred Stock voting separately as a class will be required therefor.

          Section 4.2 Preferred Stock.

           (A) The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions, to provide one or more series of Preferred Stock (including convertible preferred stock) and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of the series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

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               (B) Except as otherwise required by law, holders of a series of Preferred Stock, as such, will be entitled only to voting rights, if any, as are expressly granted thereto by this Certificate of Incorporation (including any certificate of designations relating to the series).

          Section 4.3 Common Stock.

               (A) Voting Rights.

               (1) Each holder of Class A Common Stock, as such, will be entitled to one vote for each share of Class A Common Stock held of record by the holder on all matters on which stockholders generally are entitled to vote, except that to the fullest extent permitted by law, holders of Class A Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding class or series (but not to all outstanding classes or series) of Common Stock (other than the Class A Common Stock) or Preferred Stock if the holders of the affected class or series are entitled, either separately or together with the holders of one or more other classes or series, to vote thereon under this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or under the DGCL.

               (2) Each holder of Class B Common Stock will be entitled to one vote for each share of Class B Common Stock held of record by the holder on all matters on which stockholders are generally entitled to vote, except that, to the fullest extent permitted by law, holders of Class B Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding class or series (but not to all outstanding classes or series) of Common Stock (other than the Class B Common Stock) or Preferred Stock if the holders of the affected class or series are entitled, either separately or together with the holders of one or more other classes or series, to vote thereon under this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or under the DGCL.

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          (3) Except as otherwise required in this Certificate of Incorporation or by applicable law, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with the holders of Preferred Stock).

          (B) Preemptive Rights. Except as set forth in the Equityholders’ Agreement, the stockholders of the Corporation, in their capacity as such, will have no preemptive rights to acquire additional shares of the Corporation or securities convertible into or exchangeable for such shares.

          (C) Dividends; Stock Splits or Combinations. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends of cash or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the Board in its discretion will determine. If a distribution is paid with respect to Units (other than a distribution in connection with a Dissolution Event or a distribution of a type described in clause (i) or clause (ii) of Section 4.3(a) of the Operating Agreement or any successor provision thereto) then the Corporation will, subject to applicable law, the restrictions of any indebtedness of the Corporation and the rights of any holders of Preferred Stock, promptly declare and pay a dividend on the Class A Common Stock equal to an amount per share paid with respect to each Unit in the distribution; and the record date for the dividend on the Class A Common Stock shall be the same as or prior to the record date for the distribution with respect to the Units. Dividends of cash or property (other than stock dividends) will not be declared or paid on the Class B Common Stock. In no event will any stock dividends, stock splits, reverse stock splits, combinations of stock, reclassifications or recapitalizations be declared or made on Class A Common Stock or Class B Common Stock, as the case may be, unless contemporaneously therewith (a) the shares of Class B Common Stock or Class A Common Stock, as the case may be, at the time outstanding are treated in the same proportion and the same manner and (b) the stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization has been reflected in the same economically equivalent manner on all Units. Stock dividends with respect to Class A Common Stock may only be paid with Class A Common Stock. Stock dividends with respect to Class B Common Stock may only be paid with Class B Common Stock.

          (D) Liquidation.

          (1) In the case of any consolidation, merger, recapitalization, reorganization or similar event, the consideration payable in respect of each share of Class A Common Stock will be the same.

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          (2) In the event of any consolidation, merger, recapitalization, reorganization or similar event or voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock will be entitled, the holders of all outstanding shares of Class A Common Stock and Class B Common Stock will be entitled to receive, pari passu, an amount per share equal to the Par Value thereof, and thereafter the holders of all outstanding shares of Class A Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares of Class A Common Stock held by each stockholder. Without limiting the rights of the holders of Class B Common Stock to exchange their shares of Class B Common Stock and Class B Common Units for shares of Class A Common Stock in accordance with Article 5, the holders of shares of Class B Common Stock, as such, will not be entitled to receive, with respect to such shares, any assets of the Corporation in excess of the Par Value thereof in the event of any consolidation, merger, recapitalization, reorganization or similar event or voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

          (E) Transfer Restrictions. Class B Common Stock may only be Transferred in accordance with Article 5 hereof or Section 3.1 or Section 3.12 of the Equityholders’ Agreement.

          (F) Taxes. The issuance of shares of Class A Common Stock on conversion of shares of Class B Common Stock will be made without charge to the holders of the shares of Class B Common Stock for any stamp or other similar tax in respect of the issuance, unless any such shares of Class A Common Stock are to be issued in a name other than that of the then record holder of the shares of Class B Common Stock being converted, in which case the Person or Persons requesting the issuance thereof will pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved in the issuance or will establish to the reasonable satisfaction of the Corporation that the tax has been paid or is not payable.

          (G) Fractional Shares. No fractional shares of Common Stock will be issued by the Corporation.

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          (H) Restrictions on Stock Ownership or Transfer.

          (1) Notwithstanding any other provision of this Certificate of Incorporation to the contrary, if, at any time, a holder of shares of capital stock of the Corporation acquires additional shares of capital stock of the Corporation, or is otherwise attributed with ownership of such shares, that would cause the Corporation to violate any requirement of the Federal Communications Laws regarding foreign ownership (collectively, “Foreign Ownership Requirements”) (in each case, an “FCC Violation”), then the Corporation may, at the option of the Board and subject to Section 4.3(H)(4), redeem, in accordance with Section 4.3(H)(3), from the holder or holders causing such FCC Violation a sufficient number of shares of capital stock of the Corporation to eliminate the FCC Violation.

          (2) Beneficial Ownership Inquiry. The Corporation may by written notice require a Person that is a holder of record of, or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of capital stock of the Corporation, to certify that, to the knowledge of the Person:

(A)	no capital stock as to which the Person has record ownership or Beneficial Ownership is, directly or indirectly, Beneficially Owned by Aliens; or
(B)	the number of shares of capital stock held of record or, directly or indirectly, Beneficially Owned by the Person that are held of record or Beneficially Owned by Persons that are Aliens are as set forth in the certification.

With respect to any capital stock identified by the Person in response to Section 4.3(H)(2)(B) above, the Corporation may require the Person to provide further information as the Corporation may reasonably require in order to implement the provisions of Sections 4.3(H)(1). For purposes of applying Sections 4.3(H)(1) with respect to any capital stock of the Corporation, if any Person fails to provide the certification or other information to which the Corporation is entitled under this Section 4.3(H)(2), the Corporation in its sole discretion may presume that the capital stock of the Corporation in question is, or is not, directly or indirectly, Beneficially Owned by Aliens.

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          (3) Redemption of Shares. The terms and conditions of the redemption provided for in Section 4.3(H)(1) will be as follows, subject in any case to any other rights of a particular Alien or of the Corporation as part of any contract or agreement between the Alien and the Corporation:

(A) subject to Section 4.3(H)(3)(F), the redemption price of the shares to be redeemed under this Section 4.3(H)(3) will be equal to the Market Price of the shares on the date notice of the redemption is given under Section 4.3(H)(3)(D), provided that, subject to Section 4.3(H)(3)(F), the redemption price as to any shares of Common Stock purchased within one year before the Redemption Date will not exceed the purchase price paid by the Alien for such shares;

(B)	the redemption price of such shares will be paid in cash, Redemption Securities or any combination thereof;
(C)	if less than all of the shares directly or indirectly Beneficially Owned by Aliens are to be redeemed, the shares to be redeemed will be selected in a manner as will be determined in good faith by a majority of the Independent Directors, which may include selection first of the most recently purchased shares, selection by lot or selection in any other manner determined in good faith by a majority of the Independent Directors to be equitable;
(D)	the Corporation will give notice of the Redemption Date at least thirty (30) days before the Redemption Date to the record holders of the shares selected to be redeemed (unless waived in writing by any holder) by delivering a written notice by first class mail, postage pre-paid, to the holders of record of the shares selected to be redeemed, addressed to the holders at their last address as shown on the stock transfer books of the Corporation (each notice of redemption specifying the date fixed for redemption, the redemption price, the place or places of payment and that payment will be made with the presentation and surrender of the certificates representing the shares);

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(E) on the Redemption Date any and all rights of Aliens in respect of shares so redeemed (including without limitation any rights to vote or participate in dividends) will cease and terminate, and from and after the Redemption Date the Aliens will be entitled only to receive the cash and/or Redemption Securities payable on redemption of the shares to be redeemed; and

(F) other terms and conditions as a majority of the Independent Directors will determine to be equitable.

          (4) Prior Notice; Cooperation. Prior to effecting any such redemption provided for in this Section 4.3(H), the Corporation shall provide any holder of capital stock of the Corporation to be redeemed with reasonable prior written notice of any Foreign Ownership Requirements that are reasonably likely to give rise to the Corporation’s redemption right, and, if requested to do so by such holder, the Corporation shall cooperate in good faith with such affected holder in arranging another method to avoid or eliminate the FCC Violation giving rise to the Corporation’s redemption right, including, but not limited to and not in any particular order of priority, preparing and filing waiver requests with the FCC, assisting with a sale of such holder’s interest in the Corporation and obtaining FCC approvals for such transaction.

          (5) [Intentionally Omitted]

          (6) Factual Determination. A majority of the Independent Directors will have the power and duty to construe and apply the provisions of this Section 4.3(H) and, with respect to shares of capital stock, to make all determinations necessary or desirable to implement the provisions of this Section 4.3(H), including, but not limited to: (i) the number of shares of capital stock that are Beneficially Owned by any Person; (ii) whether a Person is an Alien; (iii) the application of any other definition of this Certificate of Incorporation to the given facts and (iv) any other matter relating to the applicability or effect of Section 4.3(H).

          (7) Legends. The Corporation will, to the extent required by law, note on the certificates of its capital stock, if any, that the shares represented by the certificates are subject to the restrictions set forth in this Section 4.3(H).

          Section 4.4 Use of Certain Proceeds.

            (A) Except to the extent that the Board (i) has approved the expansion of the Corporation’s business activities to include Other Business Activities and (ii) has approved the funding of any such Other Business Activities out of net proceeds from the issuance of Equity Securities of the Corporation in accordance with Section 2.6(b)(iv) of the Equityholders’ Agreement, the net proceeds from any issuance of Equity Securities of the Corporation, including net proceeds from the exercise of any Exercisable Rights, will be contributed to NewCo LLC in the manner set forth in Article 7 of the Operating Agreement.

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            (B) Except to the extent that the Board (i) has approved the expansion of the Corporation’s business activities to include Other Business Activities and (ii) has approved the funding of any such Other Business Activities out of indebtedness incurred by the Corporation in accordance with Section 2.6(b)(iv) of the Equityholders’ Agreement, and subject to the procedures required under Article 5 of the Operating Agreement, if the Corporation issues or incurs any indebtedness of any kind, the Corporation will, to the extent permitted by law, lend the net proceeds thereof to NewCo LLC with any such loan to be on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as the indebtedness issued or incurred by the Corporation.

ARTICLE 5

          Section 5.1 Exchange of Class B Common Stock and Class B Common Units. Each holder of a share of Class B Common Stock will be entitled at any time and from time to time to exchange one share of Class B Common Stock plus one Class B Common Unit in NewCo LLC (on a combined basis) for one share of Class A Common Stock, and each Unit Holding Company Stockholder may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company, in each case as provided in this Article 5 and the Operating Agreement. Following any exchange, the shares of Class B Common Stock surrendered in the exchange will be retired by the Corporation and will cease to be outstanding and may not be reissued by the Corporation.

          Section 5.2 Shares Reserved for Issuance. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance on exchange of Class B Common Stock, the number of shares of Class A Common Stock that are issuable on the exchange of all outstanding shares of Class B Common Stock. Nothing contained in this Certificate of Incorporation will be construed to preclude the Corporation from satisfying its obligations in respect of the exchange of Class B Common Stock by delivery of purchased shares of Class A Common Stock that are held in the treasury of the Corporation. The Corporation covenants

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that if any shares of Class A Common Stock require registration with or approval of any governmental authority under any federal or state law before such shares of Class A Common Stock may be issued on exchange, the Corporation will cause such shares to be duly registered or approved, as the case may be; provided that this provision will not apply to registration under the Securities Act of 1933, as amended. A holder of shares of Class B Common Stock will become a record holder of Class A Common Stock and cease to be a record holder of Class B Common Stock and Class B Common Units pursuant to the procedure set forth in the Operating Agreement. The Corporation will use its best efforts to cause the shares of Class A Common Stock required to be delivered on exchange pursuant to Section 5.1 to be listed, prior to the date of delivery of such shares, on each national securities exchange or inter-dealer quotation system on which the outstanding Class A Common Stock may be listed or traded at the time of the delivery; provided that if such shares are not so listed on or before the date of delivery, the Corporation will continue to use its best efforts to cause such shares to be listed. The Corporation covenants that all shares of Class A Common Stock that are issued on exchange of shares of Class B Common Stock under Section 5.1 will, on issue, be validly issued, fully paid and non-assessable.

          Section 5.3 Amendments to this Article. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and in addition to any other approval or vote required by the DGCL, the Equityholders’ Agreement or this Certificate of Incorporation, the affirmative vote of the holders of at least 75% in voting power of the Class B Common Stock will be required to alter, amend or repeal this Article 5 or to adopt any provision that is inconsistent herewith.

ARTICLE 6

          Section 6.1 Bylaws. Subject to any additional approval or vote required by this Certificate of Incorporation, the Bylaws of the Corporation or the Equityholders’ Agreement, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE 7

          Section 7.1 Board of Directors. The business and affairs of the Corporation will be managed by or under the direction of the Board, with the exact number of directors to be determined from time to time in accordance with the Bylaws of the Corporation and the Equityholders’ Agreement. The election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

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ARTICLE 8

          Section 8.1 Meetings of Stockholders; Action by Written Consent. Any action required or permitted to be taken by the holders of stock of the Corporation may be effected at a duly called annual or special meeting of holders or by any consent in writing by holders in accordance with Section 228 of the DGCL. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, if any, special meetings of the stockholders of the Corporation may be called for any purpose only by a majority of the Board, the Chairman of the Board, the Chief Executive Officer of the Corporation, the President of the Corporation, the holders of at least 66 2/3% in voting power of all of the then outstanding shares of Class B Common Stock, or the holders of at least 50% in voting power of all of the then outstanding shares of Class A Common Stock of the Corporation.

          Section 8.2 Certain Stockholder Approvals. The approval of the holders of at least 75% in voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, will be required to approve (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving the Corporation or NewCo LLC, that, upon completion, would constitute a Change of Control of the Corporation or NewCo LLC, respectively, (ii) the issuance of capital stock of the Corporation or of NewCo LLC that, upon completion, would constitute a Change of Control of the Corporation or of NewCo LLC, respectively or (iii) any sale or other disposition of all or substantially all of the assets of the Corporation or NewCo LLC. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and in addition to any other vote required by the DGCL or this Certificate of Incorporation, the affirmative vote of the holders of at least 75% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, shall be required to alter, amend or repeal this Section 8.2 or to adopt any provision that is inconsistent herewith.

ARTICLE 9

          Section 9.1 Limited Liability of Directors. No director of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent an exemption from liability or limitation thereof is not permitted under the DGCL. Neither the amendment nor the repeal of this Article 9 will eliminate or reduce the effect of the foregoing sentence in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 9, would accrue or arise, prior to an amendment or repeal.

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ARTICLE 10

          Section 10.1 Indemnification. To the fullest extent permitted by the DGCL, the Corporation will indemnify any Person (and the Person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that the Person, or a Person for whom the Person was the legal representative, is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and amounts paid or to be paid in settlement) reasonably incurred by the Person or the heirs, executors or administrators in connection with the action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.3 of this Certificate of Incorporation, the Corporation will be required to indemnify a Person described in the preceding sentence in connection with any action, suit or proceeding (or part thereof) commenced by the Person only if the commencement of the action, suit or proceeding (or part thereof) by the Person was authorized by the Board.

          Section 10.2 Advance of Expenses. To the fullest extent permitted by the DGCL, the Corporation will promptly pay expenses (including attorneys’ fees) incurred by any Person described in Section 10.1 of this Certificate of Incorporation in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of the action, suit or proceeding, including appeals, on presentation of an undertaking on behalf of the Person to repay the amount if it is ultimately determined that the Person is not entitled to be indemnified under this Article 10 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.3 of this Certificate of Incorporation, the Corporation will be required to pay expenses of a Person described in the sentence in connection with any action, suit or proceeding (or part thereof) commenced by the Person only if the commencement of the action, suit or proceeding (or part thereof) by the Person was authorized by the Board.

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          Section 10.3 Unpaid Claims. If a claim for indemnification (following the final disposition of the action, suit or proceeding) or advancement of expenses under this Article 10 is not paid in full within 30 days after a written claim therefor by any Person described in Section 10.1 has been received by the Corporation, the Person may file suit to recover the unpaid amount of the claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting the claim to the fullest extent permitted by law. In any such action, the Corporation will have the burden of proving that the Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

          Section 10.4 Insurance. To the fullest extent permitted by the DGCL, the Corporation may purchase and maintain insurance on behalf of any Person described in Section 10.1 against any liability asserted against the Person, whether or not the Corporation would have the power to indemnify the Person against the liability under the provisions of this Article 10 or otherwise.

          Section 10.5 Service for Subsidiaries. Any Person serving as a director, officer, employee or agent of NewCo LLC or another corporation, partnership, limited liability company, joint venture or other enterprise at least 50% of whose equity interests are directly or indirectly owned by the Corporation will be conclusively presumed to be serving in such capacity at the request of the Corporation.

          Section 10.6 Reliance. Persons who after the date of the adoption of this provision become or remain a Person described in Section 10.1 will be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article 10 in entering into or continuing the service. The rights to indemnification and to the advance of expenses conferred in this Article 10 will apply to claims made against any Person described in Section 10.1 arising out of acts or omissions in respect of the Corporation or one of its Subsidiaries that occurred or occur both prior and subsequent to the adoption hereof.

          Section 10.7 Merger or Consolidation. For purposes of this Article 10, references to the “Corporation” will include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any Person who is or was a director, officer, employee or agent of the constituent Corporation, or is or was serving at the request of the constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, will stand in the same position under this Article 10 with respect to the resulting or surviving Corporation as he or she would have with respect to the constituent Corporation if its separate existence had continued.

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          Section 10.8 Non-Exclusivity of Rights.

            (A) The provisions of this Article 10 will be applicable to all actions, claims, suits or proceedings made or commenced after the adoption of this Certificate of Incorporation, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article 10 will be deemed to be a contract between the Corporation and each director, officer or employee (or legal representative thereof) who serves in the capacity at any time while this Article 10 and the relevant provisions of the DGCL and other applicable law, if any, are in effect, and neither any alteration, amendment or repeal of this Certificate of Incorporation, nor the adoption of any provision of this Certificate of Incorporation inconsistent with any provision of this Article 10, will affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any state of facts. If any provision of this Article 10 is found to be invalid or limited in application by reason of any law or regulation, it will not affect the validity of the remaining provisions of this Certificate of Incorporation. The rights of indemnification provided in this Article 10 will neither be exclusive of, nor be deemed in limitation of, any rights to which any Person may otherwise be or become entitled or permitted by contract, this Certificate of Incorporation, the Bylaws of the Corporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in the Person’s official capacity and actions in any other capacity.

            (B) For purposes of this Article 10, references to “other enterprises” will include employee benefit plans; references to “fines” will include any excise taxes assessed on a Person with respect to an employee benefit plan and references to “serving at the request of the Corporation” will include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

            (C) This Article 10 will not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, Persons other than Persons described in Section 10.1 of this Certificate of Incorporation.

          Section 10.9 Savings Clause. If this Article 10 or any portion of this Article 10 is invalidated on any ground by any court of competent jurisdiction, then the Corporation will nevertheless indemnify each Person entitled to indemnification under Section 10.1 of this Article 10 as to all expense, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by the Person and for which indemnification is available to the Person under this Article 10 to the fullest extent permitted by any applicable portion of this Article 10 that has not been invalidated and to the fullest extent permitted by applicable law.

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ARTICLE 11

          Section 11.1 Rights and Duties of the Corporation, the Founding Stockholders and Directors.

             (A) Certain Acknowledgments. In recognition and anticipation that

          (1) each Founding Stockholder will remain, for some period of time, a stockholder of the Corporation;

          (2) the Corporation and each Founding Stockholder may engage in the same or similar activities or lines of business and may have an interest in the same or similar areas of corporate opportunities;

          (3) the Corporation will derive benefits from its existing and potential future contractual, corporate and business relations with the Founding Stockholders (including without limitation service of officers of the Founding Stockholders as directors or board observers of the Corporation); and

          (4) there will be benefits in providing guidelines for directors, board observers and officers of the Founding Stockholders and of the Corporation with respect to the allocation of corporate opportunities and other matters;

the provisions of this Article 11 are set forth to regulate, define and guide the conduct of certain affairs of the Corporation as they may involve each Founding Stockholder, and the powers, rights, duties and liabilities of the Corporation and its officers, directors, board observers, employees and stockholders in connection therewith. As used in this Section 11.1, the term “Corporation” means the Corporation and/or any of its Subsidiaries, and any reference to the stockholders of the Corporation will be deemed to include the members of NewCo LLC.

            (B) Competition and Corporate Opportunities. Except as each Founding Stockholder may otherwise expressly agree in writing with the Corporation, each Founding Stockholder will have the right to, and will have no duty not to,

          (1) engage in the same or similar business activities or lines of business as the Corporation,

          (2) compete against the Corporation,

          (3) do business with any potential or actual competitor, customer or supplier of the Corporation and

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          (4) employ or otherwise engage any officer or employee of the Corporation.

The Corporation will have no interest or expectancy that the Founding Stockholder will not engage in any of the foregoing activities, any interest or expectancy being hereby renounced by the Corporation, except, in each case, as provided in Section 11.1(C) of this Article 11. If a Founding Stockholder acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise of interest to the Founding Stockholder and the Corporation, except as provided in Section 11.1(C) of this Article 11, the Founding Stockholder will have no duty to communicate or present the corporate opportunity to the Corporation, the Corporation will have no interest or expectancy in any such transaction or matter, any interest or expectancy being hereby renounced by the Corporation, and, without limiting the generality of the foregoing, a Founding Stockholder may pursue or acquire a corporate opportunity for itself, direct the corporate opportunity to another Person, or otherwise not present the corporate opportunity to the Corporation. Without limiting the generality of the foregoing, a Founding Stockholder shall have no such duty even if a director, board observer or officer of the Corporation (including, without limitation, any such director, board observer or officer who is also a partner, principal, director, officer, member, manager, representative, designee, or employee of such Founding Stockholder) becomes aware of such transaction or matter in his or her capacity as a director, board observer or officer of the Corporation, so long as such Founding Stockholder also learns, discovers, acquires or develops such transaction or matters independently or otherwise in a manner that was not based on such director’s, board observer’s or officer’s awareness of such transaction or matter. In such case, the provisions of this Section 11.1(B) shall apply and not be affected by any other provision of this Certificate of Incorporation including, without limitation, Section 11.1(C) or 11.1(D) of this Article 11.

            (C) Allocation of Corporate Opportunities. If a director or officer of the Corporation who is also a director, officer or employee of a Founding Stockholder acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise of interest to the Corporation and the Founding Stockholder, the director or officer of the Corporation

          (1) will have fully satisfied and fulfilled the fiduciary duties of the director or officer to the Corporation and its stockholders with respect to the corporate opportunity,

          (2) will not be obligated to communicate information regarding the corporate opportunity to the Corporation, or the Founding Stockholder’s pursuing or acquiring the corporate opportunity for itself or directing the corporate opportunity to another Person,

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          (3) will, to the fullest extent permitted by law, be presumed to have acted in good faith and in a manner the Person reasonably believes to be in and not opposed to the best interests of the Corporation and

          (4) will be deemed not to have breached his or her duty of loyalty to the Corporation or its stockholders and not to have derived an improper benefit therefrom, if the corporate opportunity belongs to the Founding Stockholder in accordance with the following policy:

(A)	a corporate opportunity offered or disclosed to any Person who is a director but not an officer of the Corporation and who is also a partner, principal, director, officer, member, manager, representative, designee or employee of a Founding Stockholder will belong to the Founding Stockholder, unless the opportunity is expressly offered to the Person primarily in his or her capacity as a director of the Corporation, in which case the opportunity will belong to the Corporation;
(B)	a corporate opportunity offered or disclosed to any Person who is an officer or manager (whether or not a director) of the Corporation and who is also a partner, principal, director or member, but not an officer or manager of a Founding Stockholder, will belong to the Corporation, unless the opportunity is expressly offered to the Person primarily in his or her capacity as a partner, principal, director or member of the Founding Stockholder, in which case the opportunity will belong to the Founding Stockholder; and
(C)	a corporate opportunity offered or disclosed to any other Person who is an officer or manager of both the Corporation and a Founding Stockholder, or a partner, principal, director or member of both the Corporation and a Founding Stockholder, will belong to the Founding Stockholder or to the Corporation, as the case may be, if the opportunity is expressly offered to the Person primarily in his or her capacity as a partner, principal, director, member, officer or manager of the Founding Stockholder or of the Corporation, respectively; otherwise, the opportunity will belong to the Founding Stockholder.

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          (D) Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article 11, a corporate opportunity will not be deemed to belong to the Corporation if it is a business opportunity or matter

          (1) that the Corporation is not contractually permitted, financially able or legally able to undertake,

          (2) that is, from its nature, not in the line of the Corporation’s business or that is one in which the Corporation has no interest as evidenced by a decision of a majority of the Arm’s Length Directors or

          (3) in which the Corporation or a Founding Stockholder is permitted to participate as part of any agreement between the Corporation and the Founding Stockholder that has been approved by a majority of the Arm’s Length Directors, it being acknowledged that the rights of the Corporation under any agreement will be deemed to be contractual rights and will not be corporate opportunities of the Corporation for any purpose, except that no presumption or implication as to corporate opportunities relating to any transaction not explicitly covered by an agreement will arise from the existence or absence of any agreement.

          (E) Agreements and Transactions with any Founding Stockholder. If any contract, agreement, arrangement or transaction between the Corporation and a Founding Stockholder involves a corporate opportunity and is approved in accordance with the procedures set forth in Article 11 hereof, the Founding Stockholder and its officers and directors (including without limitation, any Person who is also a director or officer of the Corporation) will also, for the purposes of this Article 11 and the other provisions of this Certificate of Incorporation, be deemed to have fully satisfied and fulfilled any fiduciary duties they may have to the Corporation and its stockholders. Any contract, agreement, arrangement or transaction involving a corporate opportunity not so approved will not by reason thereof result in any breach of any fiduciary duty, but will be governed by the other provisions of Article 11, this Certificate of Incorporation, the Bylaws of the Corporation, the DGCL and other applicable law.

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            (F) Deemed Notice. Any Person purchasing or otherwise acquiring (including as a result of the conversion of any of its securities in a merger or other corporate transaction) any interest in any shares of stock or other securities (including without limitation stock options) of the Corporation will be deemed to have notice of and consented to the provisions of this Article 11.

            (G) No Expansion. Nothing in this Article 11 is intended to, and will not be construed to, expand any party’s fiduciary duties under applicable law.

            (H) Amendment. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and in addition to any other vote required by the DGCL or this Certificate of Incorporation, the affirmative vote of the holders of at least 75% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, shall be required to alter, amend or repeal this Section 11.1 or to adopt any provision that is inconsistent herewith.

ARTICLE 12

          Section 12.1 Severability. If any provision or provisions of this Certificate of Incorporation are held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever:

            (A) the validity, legality and enforceability of the provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) will not in any way be affected or impaired thereby, and

            (B) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any provision held to be invalid, illegal or unenforceable) will be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE 13

          Section 13.1 Section 203 of the DGCL. The Corporation will not be subject to the provisions of Section 203 of the DGCL.

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ARTICLE 14

          Section 14.1 Equityholders’ Agreement. All of the provisions set forth in this Certificate of Incorporation will be subject to the terms and conditions of the Equityholders’ Agreement for so long as such agreement remains in effect in accordance with its terms.

ARTICLE 15

          Section 15.1 Amendments. Subject to Section 5.3, Section 8.2 and Section 11.1(H), this Certificate of Incorporation may be altered, amended or repealed from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware.

ARTICLE 16

          Section 16.1 Definitions. As used in this Certificate of Incorporation, the term:

           (A) “Affiliate” means, with respect to any Person, any other Person (other than the Corporation) directly or indirectly controlling or controlled by or under direct or indirect common control with that Person; provided that (i) neither the Corporation nor any of its Subsidiaries will be deemed an Affiliate of any stockholder of the Corporation and (ii) no stockholder of the Corporation will be deemed an Affiliate of any other stockholder of the Corporation, in each case, solely by reason of any investment in the Corporation or entry into any of the Transaction Documents. For the purposes of this definition, “control,” when used with respect to any Person, means

          (1) the ownership, directly or indirectly, of more than 50% of the voting securities of that Person or

          (2) the power to otherwise direct the management and policies of that Person, whether by contract or otherwise.

           (B) “Alien” means “aliens,” “their representatives,” “a foreign government or representatives thereof” or “any corporation organized under the laws of a foreign country” as the terms are used in Section 310(b)(4) of the Communications Act.

           (C) “Arm’s Length Directors” means the directors on the Board who are disinterested with respect to a certain transaction.

           (D) “Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” has the meaning given in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of Common Stock of the Corporation will be calculated in accordance with the provisions of that Rule.

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          (E) “Business Day” means any day other than a day on which commercial banks in The City of New York are required or authorized by law to be closed.

          (F) “Change of Control” has the meaning attributed to such term in the Equityholders’ Agreement.

          (G) “Class B Common Unit” means a Unit designated as a Class B Common Unit under the Operating Agreement with the rights, powers and duties set forth in such agreement.

          (H) “Communications Act” means the Communications Act of 1934, as amended.

          (I) “Company Disregarded Subsidiary” has the meaning attributed to such term in the Operating Agreement.

          (J) “Dissolution Event” has the meaning attributed to such term in the Operating Agreement.

          (K) “Equity Securities” has the meaning attributed to such term in the Operating Agreement.

          (L) “Equityholders’ Agreement” means that certain Equityholders’ Agreement, dated as of the effective date of this Restated Certificate of Incorporation, by and among the Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, 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, Google Inc., BHN Spectrum Investments, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, and Middlefield Ventures, Inc. (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time).

          (M) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (N) “Exercisable Rights” has the meaning attributed to such term in the Operating Agreement.

          (O) “FCC” means the Federal Communications Commission.

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          (P) “Federal Communications Laws” means any law of the United States now or in the future in effect (and any regulation thereunder, including, without limitation, the Communications Act), and regulations thereunder, pertaining to the ownership, operation or regulating the business activities of (i) any television or radio station, daily newspaper, cable television system, Internet service provider or other medium of mass communications or (ii) any provider of programming content to any medium.

          (Q) “Founding Stockholder” means:

          (1) Sprint HoldCo, LLC, a Delaware limited liability company, and its Affiliates and any other entity that is one of its Permitted Transferees and Permitted Designees;

          (2) Eagle River Holdings, LLC, a Washington limited liability company, and its Affiliates and any other entity that is one of its Permitted Transferees and Permitted Designees;

          (3) Comcast Wireless Investment I, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (4) Comcast Wireless Investment II, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (5) Comcast Wireless Investment III, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (6) Comcast Wireless Investment IV, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (7) Comcast Wireless Investment V, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (8) TWC Wireless Holdings I LLC, a Delaware limited liability company, and its Permitted Transferees and Permitted Designees;

          (9) TWC Wireless Holdings II LLC, a Delaware limited liability company, and its Permitted Transferees and Permitted Designees;

          (10) TWC Wireless Holdings III LLC, a Delaware limited liability company, and its Permitted Transferees and Permitted Designees;

          (11) Google Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

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          (12) BHN Spectrum Investments, LLC, a Delaware limited liability company, and its Permitted Transferees and Permitted Designees;

          (13) Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (14) Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (15) Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (16) Intel Capital Corporation, a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (17) Intel Capital (Cayman) Corporation, a Cayman Islands corporation, and its Permitted Transferees and Permitted Designees;

          (18) Middlefield Ventures, Inc., a Delaware corporation, and its Permitted Transferees and Permitted Designees;

          (19) If applicable, CW Investment Holdings LLC, a Washington limited liability company, any of its members, its or their Affiliates, and any Person for whom any such member serves as a director or officer and any successor or assign of any of the foregoing, for such time as any member of CW Investment Holdings LLC or any of its Affiliates (including transferees of capital stock of the Corporation held by CW Investment Holdings LLC who are Affiliates of CW Investment Holdings LLC at the time of such transfer) serves as a member of the Board.

          (20) any future stockholder who has the right to designate at least one director for election to the Board under the Bylaws of the Corporation or other agreement with the Corporation and its Affiliates; and

          (21) all successors to a Founding Stockholder by way of merger, consolidation or sale of all or substantially all of the Founding Stockholder’s assets and its Affiliates.

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          (R) “Independent Director” means any member of the Board who meets the director independence requirements of the rules and regulations of The NASDAQ Stock Market, LLC, applicable to listed companies, as amended from time to time, or if the principal United States listing or quotation of the Common Stock is on another United States securities exchange, the director independence requirements of the rules and regulations of that exchange, as amended from time to time; provided, that if the Class A Common Stock is not then traded on an exchange or association that maintains director independence requirements, the Independent Directors will be the Arm’s Length Directors.

          (S) “Market Price” means as to any security, the average of the closing prices of the security’s sales on all domestic securities exchanges on which the security may at the time be listed, or, if there have been no sales on any exchange on any day, the average of the highest bid and lowest asked prices on all exchanges at the end of the day, or, if on any day the security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, on the day, or, if on any day the security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each case averaged over a period of 21 Business Days consisting of the Business Day as of which “Market Price” is being determined, the 10 consecutive Business Days prior to such day and the 10 consecutive Business Days after such day; provided that if the security is listed on any domestic securities exchange the term “Business Days” as used in this sentence means Business Days on which the exchange is open for trading. If at any time the security is not listed on any domestic securities exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the “Market Price” will be the fair value thereof determined in good faith by a majority of the Independent Directors.

          (T) “NewCo LLC” means Clearwire Communications LLC, a Delaware limited liability company.

          (U) “Operating Agreement” means the Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of the effective date of this Restated Certificate of Incorporation, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

          (V) “Other Business Activities” means business activities of the Corporation that are (a) approved by the Board in accordance with Section 2.6(b)(iii) of the Equityholders’ Agreement and (b) not conducted by or through the LLC or its Subsidiaries.

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          (W) “Par Value” means, with respect to shares of Class A Common Stock and Class B Common Stock, $0.0001 per share, as adjusted for Recapitalization Events.

          (X) “Permitted Designee” has the meaning attributed to such term in the Equityholders’ Agreement.

          (Y) “Permitted Transferee” has the meaning attributed to such term in the Equityholders’ Agreement.

          (Z) “Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, government or any agency or political subdivisions thereof or any group comprised of two or more of the foregoing.

          (AA) “Recapitalization Event” has the meaning attributed to such term in the Operating Agreement.

          (BB) “Redemption Date” means the date fixed by a majority of the Independent Directors for the redemption of any shares of capital stock of the Corporation.

          (CC) “Redemption Securities” means any debt or equity securities of the Corporation, any of its Subsidiaries, or any combination thereof having the terms and conditions as will be approved by a majority of the Independent Directors and that, together with any cash to be paid as part of the redemption price, in the opinion of an investment banking firm of recognized national standing selected by a majority of the Independent Directors (which may be a firm that provides other investment banking, brokerage or other services to the Corporation), have a Market Price, at the time notice of redemption is given, at least equal to the redemption price required to be paid by Section 4.3(H)(3)(A).

          (DD) “Subsidiary” has the meaning attributed to such term in the Equityholders’ Agreement.

          (EE) “Transaction Documents” has the meaning attributed to such term in the Operating Agreement.

          (FF) “Transfer” has the meaning attributed to such term in the Equityholders’ Agreement.

          (GG) “Transferee” means any Person to whom any stockholder or any Transferee of that stockholder Transfers Common Stock in accordance with the terms of this Certificate of Incorporation.

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          (HH) “Transferor” means the stockholder or any Transferee that Transfers Common Stock in accordance with the terms of this Certificate of Incorporation.

          (II) “Unit Holding Company” has the meaning attributed to such term in the Operating Agreement.

          (JJ) “Unit Holding Company Stockholder” has the meaning attributed to such term in the Operating Agreement.

          (KK) “Units” means limited liability company interests in NewCo LLC, or any successor entities thereto, authorized and issued under its Operating Agreement.

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          IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by Hope Cochran, its Vice President, Finance and Treasurer, this 26^th day of November, 2008.

NEW CLEARWIRE CORPORATION
By:	/s/ Hope Cochran
	Name:	Hope Cochran
	Title:	Vice President, Finance and Treasurer

[Signature Page to the Restated Certificate of Incorporation of
New Clearwire Corporation]

EX-3.2

Exhibit 3.2

FINAL

BYLAWS

OF

CLEARWIRE CORPORATION

A Delaware Corporation formerly known as New Clearwire Corporation

ARTICLE 1

MEETINGS OF STOCKHOLDERS

          Section 1. Date and Time of Annual Meetings. An annual meeting of the stockholders of Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation (the “Corporation”) will be held each year on a date not later than 150 days after the Corporation’s fiscal year end at a time determined by the board of directors for the purpose of electing directors and conducting such other business as may properly come before the meeting.

          Section 2. Notice of Stockholder Business and Nominations.

          (A) Annual Meetings of Stockholders.

          (1) Subject to the provisions of Article 2 of these bylaws, nominations of persons for election to the board of directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders exclusively by the following means:

               (a) in the Corporation’s notice of meeting (or any supplement thereto),

               (b) by or at the direction of the board of directors or any committee of the board of directors, or

               (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in Section 2(A)(2) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.

          (2) For nominations or other business to be properly brought before an annual meeting by a stockholder under clause (c) of paragraph (A)(1) of this Section 2, the stockholder must have given timely notice of the nomination or other business in writing to the Secretary of the Corporation, and any proposed business other than the nominations of persons for election to the board of directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60^th day, nor earlier than the close of business on 90^th day, prior to the first

anniversary of the preceding year’s annual meeting, except that if the date of the annual meeting is changed by more than 30 days from the anniversary date, notice by the stockholder must be delivered not later than the close of business on the earlier of the 7^th day following the date on which notice of the date of the meeting was mailed or a public announcement of the date of the meeting is first made by the Corporation. In no event will the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The stockholder’s notice will set forth:

               (a) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to the person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case under and in accordance with Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and each such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

               (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if the business includes a proposal to amend the bylaws or certificate of incorporation (the “Charter”) of the Corporation, the language of the proposed amendment), the reasons for conducting business at the meeting and any material interest of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made, in the business proposed by the stockholder; and

               (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made

                    (i) the name and address of the stockholder, as they appear on the Corporation’s books, and of the beneficial owner,

                    (ii) (A) the class and number of shares of capital stock of the Corporation that are owned beneficially and of record by the stockholder and the beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of this Section 2

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a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of capital stock of the Corporation, (F) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date),

                    (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose any business or a nomination, and

                    (iv) a representation as to whether the stockholder or the beneficial owner, if any, intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or otherwise to solicit proxies from stockholders in support of the proposal or nomination.

The foregoing notice requirements of this Section 2 will be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and the stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the annual meeting. The Corporation may require any proposed nominee to furnish other information as it may reasonably require to determine the eligibility of the proposed nominee to serve as a director of the Corporation.

          (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2 to the contrary, if the number of directors to be elected to the board of directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2 will also be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 7^th day following the day on which the public announcement is first made by the Corporation.

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     (B) Special Meetings of Stockholders. Subject to the provisions of Article 2 of these bylaws, if the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any stockholder of the Corporation may nominate a person or persons (as the case may be) for election to the position(s) as specified in the Corporation’s notice of meeting, if (i) the stockholder delivers a notice satisfying the requirements set forth in Sections (2)(A)(2)(a), (b) and (c) and the final paragraph of Section 2(A)(2) to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 7^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at the meeting and (ii) the stockholder is a stockholder of record of the Corporation at the time the stockholder’s notice is delivered to the Secretary of the Corporation and is entitled to vote at the special meeting. In no event will the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

     (C) General.

          (1) Only those persons who are nominated in accordance with the procedures set forth in this Section 2 or Article 2 of these bylaws will be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors. In addition, any business to be conducted at a meeting of stockholders must have been brought before the meeting in accordance with the procedures set forth in this Section 2. Except as otherwise provided by law, the chairman of the meeting will have the power and duty to do the following:

               (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2 or Article 2 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of the stockholder’s nominee or proposal in compliance with the stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 2) and

               (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2, to declare that the nomination will be disregarded or that the proposed business will not be transacted.

Notwithstanding the foregoing provisions of this Section 2, unless otherwise required by law, in the case of a nomination or other business brought before an annual meeting by a stockholder under clause (c) of paragraph (A)(1) of this Section 2 or a special meeting under paragraph (B) of this Section 2, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, the nomination by the stockholder will be

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disregarded and the proposed business will not be transacted, notwithstanding that proxies in respect of the vote may have been received by the Corporation. For purposes of paragraph (C) of this Section 2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of the stockholder or must be authorized by a writing executed by the stockholder or an electronic transmission delivered by the stockholder to act for the stockholder as proxy at the meeting of stockholders and the person acting as a qualified representative must produce the writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

          (2) For purposes of this Section 2, a “public announcement” includes disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission under Section 13, 14 or 15(d) of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this Section 2, a stockholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement under applicable rules and regulations promulgated under the Exchange Act or of the holders of any series of preferred stock of the Corporation to elect directors under any applicable provisions of the Charter or of the holders of any class or series of the Corporation’s capital stock to nominate or elect directors pursuant to any agreement between the Corporation and such stockholders.

          (4) If information submitted pursuant to this Section 2 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 2. Upon written request by the Secretary, the board of directors or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within seven business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory in the discretion of the board of directors, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 2.

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          Section 3. Date and Time of Special Meetings. Special meetings of stockholders may be called for any purpose only by a majority of the board of directors, the chairman of the board of directors, the chief executive officer of the Corporation, the president of the Corporation, the holders of at least 66 2/3% in voting power of all of the then outstanding shares of Class B Common Stock of the Corporation, or the holders of at least 50% in voting power of all of the then outstanding shares of Class A Common Stock of the Corporation. The meetings may be held at any time stated in a notice of meeting or in a duly executed waiver of notice thereof. Except as specifically provided above, stockholders do not have the ability to call a special meeting of stockholders.

          Section 4. Place of Meetings. The chief executive officer or the board of directors may designate any place, either within or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors or stockholders (as permitted above). If no designation is made, the place of meeting will be the principal executive office of the Corporation.

          Section 5. Notice. Whenever stockholders are required or permitted to take action at a meeting, written notice (which can be electronic) stating the place, if any, date, time, and, in the case of special meetings, the purpose or purposes, of the meeting, will be given by the chairman of the board of directors, the chief executive officer or the secretary to each stockholder entitled to notice of or to vote at the meeting. Unless otherwise provided by law, the Charter or these bylaws, the written notice of any meeting will be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, the notice will be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears in the records of the Corporation.

          Section 6. Stockholders List. The officer having charge of the stock ledger of the Corporation will make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. For a period of at least 10 days prior to the meetings, during ordinary business hours, the stockholder list will be open to the examination of any stockholder, for any purpose germane to the meeting, either on a reasonably accessible electronic network with the information required to gain access to the stockholder list provided with the notice of meeting or at the principal place of business of the Corporation. The list of stockholders will also be open to examination at the meeting as required by the General Corporation Law of the State of Delaware as from time to time in effect including any successor provisions of law (the “DGCL”) or other applicable law. Except as otherwise provided by law, the stock ledger will be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 6 or to vote in person or by proxy at any meeting of stockholders.

          Section 7. Quorum. The holders of a majority in voting power of the outstanding shares of capital stock entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Charter or these bylaws, except that where a separate vote by a class or classes is required, shares representing a majority of all the voting power assigned under the Charter to the outstanding shares of the applicable class or classes, present in person or represented by proxy

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at the meeting, will constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum is not present, the holders of a majority of the voting power present in person or represented by proxy at the meeting, and entitled to vote at the meeting, or the chairman of the meeting, may adjourn the meeting to another time or place in the manner provided by Section 8 of this Article 1 until a quorum will be so present or represented.

          Section 8. Adjourned Meetings. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at some other place. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the original meeting.

          Section 9. Vote Required. The directors will be elected by a plurality of the votes cast by stockholders entitled to vote and present in person or represented by proxy at the meeting. In all other matters, when a quorum is present, the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter will be the act of the stockholders, except that where a separate vote of a class or classes is required, corporate action to be taken by the applicable class or classes will be authorized by a majority of the voting power (assigned under the Charter to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by the applicable class or classes. Notwithstanding the foregoing provisions of this Section 9, if the question is one on which the express provisions of the DGCL or other applicable law or of the Charter or these bylaws or the rules or regulations of any stock exchange applicable to the Corporation or the Equityholders’ Agreement (as defined herein) require a different vote, the express provision will govern and control the decision of the question.

          Section 10. Voting Rights. Except as otherwise provided by the DGCL or other applicable law, the Charter will establish the voting rights of each stockholder at the meetings of the stockholders.

          Section 11. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy, but no proxy will be voted or acted on after 3 years from its date, unless the proxy provides for a longer period. A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. That authorization may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder by (a) executing a writing or causing his or her signature to be affixed to the writing by

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any reasonable means, including facsimile signature, or (b) transmitting or authorizing the transmission of a telegram, cablegram or other electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive the transmission, except that any telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as a proxy for the stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, as long as the copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.

          Section 12. Action by Stockholders without Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, is:

               (a) signed by the holders of outstanding stock that have more than the minimum number of voting power assigned under the Charter that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voting and

               (b) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the records of proceedings of meetings of stockholders.

Delivery made to the Corporation’s registered office may be by hand, by verified facsimile, by nationally recognized courier or by certified mail or registered mail, return receipt requested. Every written consent must bear the date of signature of each stockholder who signs the consent and no written consent will be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the Corporation, in the manner required by this Section 12, within 60 (or, if less, the maximum number permitted by the DGCL or other applicable law) days of the earliest dated consent delivered to the Corporation in the manner required by this Section 12. The validity of any consent executed by a proxy for a stockholder through a telegram, cablegram or other means of electronic transmission transmitted to the proxy holder by or on the authorization of the stockholder will be determined by or at the direction of the Secretary. A written record of the information on which the person making the determination relied will be made and kept in the records of the proceedings of the stockholders. Prompt notice of the effectiveness of the action will also be given by the Corporation to those stockholders who did not consent in writing.

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          Section 13. Organization. Meetings of the stockholders will be presided over by the chairman or one of the co-chairmen of the board of directors, if any, or in the absence of the chairman or one of the co-chairmen of the board of directors by the vice chairman of the board of directors, if any, or in the absence of the vice chairman of the board of directors by the chief executive officer, the president or a vice-president (in order of seniority), or in the absence of the foregoing persons by a chairman designated by the board of directors, or in the absence of that designation by a chairman chosen at the meeting. The secretary, or in the absence of the secretary, an assistant secretary will act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as the secretary of the meeting.

          Section 14. Inspectors of Election. The Corporation will, if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment of the meeting and to make a written report of the meeting. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no designated inspector is able to act at a meeting of stockholders, the person presiding at the meeting will appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, will take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated will do the following:

               (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each share;

               (b) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots;

               (c) count all votes and ballots;

               (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

               (e) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and the inspectors’ count of all votes and ballots.

The certification and report will specify any other information that is required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider any information permitted by the DGCL or other applicable law. No person who is a candidate for an office at an election may serve as an inspector at that election.

          Section 15. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter on which the stockholders may vote at a meeting will be announced at the meeting by the person presiding over the meeting. The board of directors may adopt by resolution the rules and regulations for the conduct of the meeting of stockholders as it deems reasonably appropriate. Except to the extent inconsistent with the rules and regulations adopted by the board of directors, the person presiding over any meeting of stockholders will have

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the right and authority to convene and to adjourn the meeting, to prescribe the rules, regulations and procedures and to do all acts as, in the judgment of the presiding person, are reasonably appropriate for the proper conduct of the meeting. The rules, regulations or procedures, whether adopted by the board of directors or prescribed by the presiding person of the meeting, may include, without limitation, the following:

               (a) the establishment of an agenda or order of business for the meeting;

               (b) rules and procedures for maintaining order at the meeting and the safety of those present;

               (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or other persons as the presiding person of the meeting determines;

               (d) restrictions on entry to the meeting after the time fixed for commencement; and

               (e) limitations on the time allotted for questions or comments by participants.

The presiding person at any meeting of stockholders, in addition to making any other determinations that may be reasonably appropriate to the conduct of the meeting, will, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, at the election of the presiding person, that the matter or business not properly brought before the meeting will not be transacted or considered. Unless and to the extent determined by the board of directors or the person presiding over the meeting, meetings of stockholders will not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE 2

DIRECTORS

          Section 1. General Powers. The business and affairs of the Corporation will be managed by or under the direction of the board of directors, except as may be otherwise provided by the DGCL or other applicable law or in the Charter.

          Section 2. Number, Election and Term of Office. The number of directors constituting the whole board of directors will be no less than one, as determined initially by the incorporator and, after the issuance of stock, subject to Section 2 of Article 6, as determined from time to time by resolution of the board of directors or by the stockholders at the annual or any special meeting, except that no decrease in the number of directors may shorten the term of any incumbent director. Unless a director resigns or is removed, each director elected will hold office for the longer of one year or until that director’s successor is elected and qualified. Directors will be at least eighteen years of age and need not be residents of the State of Delaware nor stockholders of the Corporation. The directors, other than the first board of directors, will be determined by resolution of the board of directors or by the stockholders at the annual meeting, except as provided in these bylaws.

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          Section 3. Removal and Resignation. Except as provided in the Charter and in the Equityholders’ Agreement, any or all of the directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors at a special meeting called for that purpose. Any director may resign at any time on written notice to the board of directors, the president, the chief executive officer or the secretary of the Corporation. The resignation will take effect at the time specified therein (or if not specified therein, then upon receipt thereof), and unless otherwise specified therein no acceptance of the resignation will be necessary to make it effective.

          Section 4. Vacancies. Except as provided in the Charter and in the Equityholders’ Agreement, newly created directorships resulting from an increase in the size of the board of directors and all vacancies occurring in the board of directors, including without limitation, vacancies caused by removal without cause, may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, or if not by the directors, then by the stockholders, and the directors so chosen will hold office until the next annual election and until their successors are duly elected and qualified, unless such director earlier resigns or is removed. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

          Section 5. Annual Meetings. The annual meeting of each newly elected board of directors will be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders.

          Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at the time and at the place within or outside the State of Delaware as is from time to time determined by resolution of the board. Special meetings of the board of directors may be held at any time or place within or outside the State of Delaware whenever called by or at the request of any chairman or co-chairman of the board, any three members of the board, the chief executive officer or the president on at least 48 hours notice to each director, either personally, by telephone, by mail, by facsimile or e-mail. The notice to each director will include the time, date and place of the meeting and the purpose or purposes of the meeting that has been called.

          Section 7. Quorum, Required Vote and Adjournment. At all meetings of the board of directors, a majority of the total number of directors will constitute a quorum for the transaction of business or, if vacancies exist on the board of directors, a majority of the total number of directors then serving on the board of directors, except that the number may not be less than one-third of the total number of directors fixed in the manner provided for in these bylaws. The vote of a majority of directors present at a meeting at which a quorum is present will be the act of the board of directors unless the Charter, these bylaws or the Equityholders’ Agreement requires a vote of a greater number. If a quorum is not present at any meeting of the board of directors, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum will be present.

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          Section 8. Committees. The board of directors will establish the following committees: an audit committee, a nominating committee, a compensation committee and a transactions committee. The composition of the audit committee, the nominating committee, the compensation committee and the transactions committee will be established in accordance with the Equityholders’ Agreement by and between the Corporation, Sprint HoldCo, LLC, a Delaware limited liability company, Eagle River Holdings, LLC, a Washington limited liability company, Comcast Wireless Investment I, Inc., a Delaware corporation, Comcast Wireless Investment II, Inc., a Delaware corporation, Comcast Wireless Investment III, Inc., a Delaware corporation, Comcast Wireless Investment IV, Inc., a Delaware corporation, Comcast Wireless Investment V, Inc., a Delaware corporation, BHN Spectrum Investments, LLC, a Delaware limited liability company, TWC Wireless Holdings I LLC, a Delaware limited liability company, TWC Wireless Holdings II LLC, a Delaware limited liability company, TWC Wireless Holdings III LLC, a Delaware limited liability company, Google Inc., a Delaware corporation, Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel A”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel B”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel C”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), Intel Capital (Cayman) Corporation, a Cayman Islands corporation (“Intel Cayman”), Middlefield Ventures, Inc., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”), dated of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Equityholders’ Agreement”). Subject to the Equityholders’ Agreement, the board of directors may designate an executive committee consisting of one or more of the directors of the Corporation. Other than an audit committee, a nominating committee, a compensation committee, a transactions committee and, if established in accordance with the Equityholders’ Agreement and these bylaws, an executive committee, the Corporation will establish no other committees of the board of directors other than those special committees the board of directors may create, from time to time, at its discretion in order to carry out its fiduciary duties, provided that the composition of any committee (including an executive committee) to which the board of directors delegates any authority shall be determined in accordance with the Equityholders’ Agreement. Notwithstanding the foregoing, the establishment of any additional committee of the board of directors and the delegation of duties to such committee shall require the approval of at least 10 members of the board of directors (or, if there are fewer than 10 members of the board of directors, all of such members of the board of directors), or a majority of the disinterested directors if the establishment of the committee is for the purpose of reviewing a related party transaction. Subject to the agreements entered into by the stockholders, any committee, to the extent provided in the resolution of the board of directors, will have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, except that no committee will have the power or authority of the board of directors in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL or other applicable law to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaw of the Corporation. Unless the board of directors otherwise provides, each committee designated by the board may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each committee will conduct its business in the same manner as the board of directors conducts its business under this Article 2. All action taken by committees will be recorded in the minutes of the meeting.

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          Section 9. Communications Equipment. Unless otherwise restricted by the Charter or these bylaws, members of the board of directors or any committee may participate in and act at any meeting of the board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting under this Section 9 will constitute presence in person at the meeting.

          Section 10. Action by Written Consent. Unless otherwise restricted by the Charter or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or any committee may be taken without a meeting if all members of the board of directors or the committee, as the case may be, consent to the action in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with the DGCL or other applicable law.

          Section 11. Organization. Meetings of the board of directors will be presided over by the chairman or one of the co-chairmen of the board of directors, if any, or in the absence of the chairman or one of the co-chairmen of the board of directors by the vice chairman of the board of directors, if any, or in the absence of the vice chairman of the board of directors by the chief executive officer (if the chief executive officer is a member of the board of directors), or in the absence of the foregoing persons by a chairman chosen at the meeting (who shall be a member of the board of directors). The secretary, or in the absence of the secretary, an assistant secretary will act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as the secretary of the meeting.

ARTICLE 3

OFFICERS

          Section 1. Number. Subject to the provisions of the Charter and the Equityholders’ Agreement, the officers of the Corporation will be elected by the board of directors and may consist of a chief executive officer, a president, and a secretary. The board of directors may also from time to time elect other officers (including a chairman of the board, one or more executive vice presidents, one or more senior vice presidents, one or more vice presidents, a chief financial officer, a treasurer, chief technology officer, chief operating officer, chief information officer, chief strategy officer, general counsel, any number of assistant secretaries and other officers and assistant officers) as may be deemed necessary or desirable or may delegate to any elected officer of the Corporation the power to appoint and remove such officers not elected by the board of directors and to prescribe their respective terms of office, authorities and duties. Any number of offices may be held by the same person unless the Charter or these bylaws otherwise provide. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary will be filled as expeditiously as possible.

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          Section 2. Election and Term of Office. The officers of the Corporation will be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be accomplished. New offices may be created and filled at any meeting of the board of directors. Unless otherwise provided in the resolution of the board of directors electing any officer, each officer will hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in these bylaws.

          Section 3. Removal; Resignation. Subject to the Equityholders’ Agreement, any officer elected by the board of directors may be removed by the board of directors with or without cause whenever in its judgment the best interests of the Corporation would be served thereby, but any removal will be without prejudice to the contract rights, if any, of the person removed, but the election of an officer will not of itself create contractual rights. Any officer may resign at any time on written notice to the board of directors, the president, the chief executive officer or the secretary of the Corporation. The resignation will take effect at the time specified therein (or if not specified therein, then upon receipt thereof), and unless otherwise specified therein no acceptance of the resignation will be necessary to make it effective.

          Section 4. Vacancies. Any vacancy occurring in any office of the Corporation because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the board of directors then in office at any annual, regular or special meeting.

          Section 5. Compensation. Compensation of the chief executive officer and all officers who report directly to the chief executive officer will be fixed by the compensation committee of the board of directors (subject to any employment agreement that may then be in effect between the Corporation and the relevant officer), and no officer will be prevented from receiving compensation by virtue of his or her also being a director of the Corporation. Nothing contained in these bylaws will preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving compensation by reason of the fact that he is also director of the Corporation.

          Section 6. Chairman of the Board. The chairman of the board, although not an officer of the Corporation, will preside at all meetings of the board of directors and of the stockholders at which he or she is present and will have and may exercise the powers as may, from time to time, be assigned to him or her by the board or as may be provided by law. If there are co-chairmen of the board, the co-chairmen will rotate the administrative duties of the position, including presiding at the meetings of the board of directors.

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          Section 7. Chief Executive Officer. The chief executive officer of the Corporation will, subject to the provisions of these bylaws and the control of the board of directors, have general and active management, direction, and supervision over the business of the Corporation and over its officers. He or she will perform all duties incident to the office of chief executive and other duties as from time to time may be assigned to him by the board of directors or as may be provided in these bylaws. The chief executive officer will execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the board of directors to some other officer or agent of the Corporation. The chief executive officer will report directly to the board of directors and will have the right to delegate any of his powers to any other officer or employee and the authority to appoint vice presidents of the Corporation. The chief executive officer will, unless a chairman of the board has been elected and is present, preside at meetings of the stockholders and the board of directors.

          Section 8. President. The president will, subject to the provisions of these bylaws and the control of the board of directors, have general supervision of the operations of the Corporation, and subject to any contractual restriction, the president will have all authority incident to the office of president and will have other authority and perform other duties as may from time to time be assigned by the board of directors, any duly authorized committee of the board of directors, the chairman of the board or the chief executive officer. The president will, at the request or in the absence or disability of the chairman of the board or the chief executive officer, or if no chairman of the board or chief executive officer has been elected by the board of directors, perform the duties and exercise the powers of that officer or officers.

          Section 9. Executive Vice Presidents. Each executive vice president will perform all the duties as from time to time may be assigned to him by the board of directors, the president or the chief executive officer. At the request of the president or in the absence of the president or if the president is unable or refuses to act, the executive vice president, or if there is more than one, the executive vice presidents in the order determined by the board of directors (or if there is no determination, then the executive vice presidents in the order of their appointment), will perform the duties of the president, and when so acting, will have the powers of and be subject to the restrictions placed on the president in respect of the performance of his or her duties.

          Section 10. Senior Vice Presidents. Each senior vice president will perform all his or her duties as from time to time may be assigned to him by the board of directors, the president or the chief executive officer. There will be no duties that are incident to the office of the senior vice president, other than those that are specifically assigned by the board of directors, the president or the chief executive officer. A senior vice president may not sign or countersign certificates, contracts, agreements and other documents and instruments in the name and on behalf of the Corporation, unless and except to the extent that the board of directors, president or chief executive officer assigns responsibility to the officer.

          Section 11. Chief Financial Officer. The chief financial officer will be responsible for the financial affairs of the Corporation and will be the chief accounting officer for public securities purposes. If the chief financial officer is not also the treasurer of the Corporation, he or she will be responsible for the supervision of the treasurer. He will perform all duties incident to the office of chief financial officer, and other duties as may from time to time be assigned to him by the board of directors or as may be provided in these bylaws.

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          Section 12. Vice Presidents. Each vice president will perform the duties as from time to time may be assigned to him or her by the board of directors, the president or the chief executive officer. There will be no duties that are incident to the office of vice president, other than those which are specifically assigned by the board of directors, the president or the chief executive officer. A vice president may not sign or countersign certificates, contracts, agreements and other documents and instruments in the name and on behalf of the Corporation, unless and except to the extent that the board of directors, president or chief executive officer assigns responsibility to the officer.

          Section 13. Treasurer. The treasurer will have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and will deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in banks, trust companies or other depositories as will, from time to time, be selected by or under authority of the board of directors. If required by the board of directors, the treasurer will give a bond for the faithful discharge of his or her duties, with surety or sureties as the board of directors may determine. The treasurer will keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, will render to the chief executive officer and to the board of directors, whenever requested, an account of the financial condition of the Corporation, and, in general, will perform all the duties incident to the office of the treasurer of a corporation and other duties as may, from time to time, be assigned to him or her by the board of directors or the chief executive officer or as may be provided by law.

          Section 14. Secretary and Assistant Secretaries. The secretary will attend all meetings of the board of directors, all meetings of the committees and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the supervision of the chief executive officer, the secretary will give, or cause to be given, all notices required to be given by these bylaws or by law; will have the powers and perform the duties as the board of directors, the chief executive officer, the president or these bylaws may, from time to time, prescribe. The assistant secretary, or if there is more than one, the assistant secretaries in the order determined by the board of directors, will, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and will perform other duties and have other powers as the board of directors, the president or the chief executive officer may, from time to time, prescribe.

          Section 15. Other Officers, Assistant Officers and Agents. Officers and assistant officers, other than those whose duties are provided for in these bylaws, will have the authority and perform the duties as may from time to time be prescribed by resolution of the board of directors which is not inconsistent with these bylaws.

          Section 16. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in the officer’s place during the officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of the officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE 4

STOCK

          Section 1. Form. The shares of the Corporation will be represented by certificates in the form that appropriate officers of the Corporation may from time to time prescribe, except that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of stock will be uncertificated shares. Any board resolution regarding uncertificated shares will not apply to shares represented by a certificate until the certificate is surrendered to the Corporation. Every holder of stock represented by certificates will be entitled to have a certificate signed by or in the name of the Corporation by the chairman or vice chairman of the board of directors, if any, or the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, of the Corporation certifying the name of the registered holder and the number and class of shares and series, if any, represented thereby and the par value of each share or a statement that the share is without par value, as the case may be. The board of directors will have the power to appoint one or more transfer agents or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of the transfer agents or registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate will have ceased to be an officer, transfer agent, or registrar before the certificate is issued, it may be issued by the Corporation with the same effect as if the person were an officer, transfer agent, or registrar at the date of issue. All certificates for shares will be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, will be entered on the books of the Corporation.

          Section 2. Transfer of Shares. Shares of stock of the Corporation will only be transferred on the books of the Corporation by the holder of record or by the holder’s attorney duly authorized in writing, who furnishes proper evidence of authority to transfer, and in the case of stock represented by a certificate, upon the surrender to the Corporation of the certificate or certificates for the shares endorsed by the appropriate person or persons, with the evidence of the authenticity of the endorsement, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it will be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.

          Section 3. Lost Certificates. The board of directors may direct a new certificate or certificates (or uncertificated shares in lieu of a new certificate) to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, on the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing the issuance of a new certificate or certificates (or uncertificated shares in lieu of a new certificate), the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of a lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of the certificate or the issuance of a new certificate.

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          Section 4. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment of any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date will not precede the date on which the resolution fixing the record date is adopted by the board of directors, and which record date:

          (A) in the case of determination of stockholders entitled to notice of and to vote at any meeting of stockholders or adjournment of any meeting of stockholders, will, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of the meeting and

          (B) in the case of any other action, will not be more than 60 days prior to the other action.

If no record date is fixed:

          (A) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and

          (B) the record date for determining stockholders for any other purpose will be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting; except that the board of directors may fix a new record date for the adjourned meeting.

          Section 5. Registered Stockholders. The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of the shares, will be entered into the books of the Corporation. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of the share or shares, the Corporation may, to the fullest extent permitted by law, treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

          Section 6. Regulations. The board of directors will have the power and authority to make all rules and regulations as it may deem reasonably expedient concerning the issue, transfer, registration, cancellation and replacement of certificates representing stock of the Corporation.

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ARTICLE 5

GENERAL PROVISIONS

          Section 1. Fiscal Year. The fiscal year of the Corporation will begin on the first day of January in each year and end on the thirty-first day of the following December.

          Section 2. Waiver of Notice. Whenever notice is required to be given by law or under any provision of the Charter or these bylaws, a waiver of notice, given by the person entitled to notice, whether before or after the time stated in the waiver of notice, will be deemed equivalent to notice. Attendance of a person at a meeting will constitute waiver of notice of the meeting except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

          Section 3. Corporate Seal. There will be no corporate seal.

          Section 4. Section Headings. Section headings in these bylaws are for convenience of reference only and will not be given any substantive effect in limiting or otherwise construing any provision in these bylaws.

          Section 5. Inconsistent Provisions. If any provision of these bylaws is or becomes inconsistent with any provision of the Charter, the DGCL or other applicable law, the provision of these bylaws will not be given any effect to the extent of the inconsistency but will otherwise be given full force and effect.

          Section 6. Books and Records. The books and records of the Corporation may be kept outside of the State of Delaware at the place or places as the board of directors may from time to time determine.

          Section 7. Checks, Notes, Proxies, Etc. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, will be signed by the officer or officers or agent or agents as will be authorized from time to time by the board of directors or the officer or officers who may be delegated the authority. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the chairman or co-chairman of the board of directors, the chief executive officer, or by the officers as the chairman or co-chairman of the board of directors, the chief executive officer or the board of directors may from time to time determine.

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ARTICLE 6

AMENDMENTS

          Section 1. General. Subject to Article 2, the Charter and agreements entered into by the stockholders (including the Equityholders’ Agreement), these bylaws may be amended, altered, or repealed and new bylaws adopted by resolution of the board of directors. The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred on the board of directors will not divest the stockholders of the same powers.

          Section 2. Equityholders’ Agreement. All of the provisions set forth in these bylaws will be subject to the terms and conditions of the Equityholders’ Agreement for so long as such agreement remains in effect in accordance with its terms. Subject to agreements entered into by the stockholders (including the Equityholders’ Agreement), the stockholders will only be able to adopt, amend, alter or repeal bylaws by an affirmative vote of not less than 50% of the voting power of all outstanding shares of stock of the Corporation entitled to vote generally at an election of directors, voting together as a single class.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

EQUITYHOLDERS’ AGREEMENT

by and among

CLEARWIRE CORPORATION,

SPRINT HOLDCO, LLC,

EAGLE RIVER HOLDINGS, LLC,

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A,

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B,

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C,

INTEL CAPITAL CORPORATION,

INTEL CAPITAL (CAYMAN) CORPORATION,

MIDDLEFIELD VENTURES, INC.,

COMCAST WIRELESS INVESTMENT I, INC.,

COMCAST WIRELESS INVESTMENT II, INC.,

COMCAST WIRELESS INVESTMENT III, INC.,

COMCAST WIRELESS INVESTMENT IV, INC.,

COMCAST WIRELESS INVESTMENT V, INC.,

GOOGLE INC.,

TWC WIRELESS HOLDINGS I LLC,

TWC WIRELESS HOLDINGS II LLC,

TWC WIRELESS HOLDINGS III LLC,

and

BHN SPECTRUM INVESTMENTS, LLC

Dated as of November 28, 2008

EXECUTION COPY

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS		4
ARTICLE 2 CORPORATE GOVERNANCE		4
2.1 Board Representation		4
2.2 Officers; Chairman of the Board		16
2.3 Committees		16
2.4 Available Financial Information		18
2.5 Access		21
2.6 Requirements for Board Action		22
2.7 Supermajority Voting Requirements		25
2.8 Employee Option Pool		28
2.9 Controlled Company		28
2.10 Certain Undertakings		29
2.11 Subsidiary Governance		30
2.12 No Imputed Conflicts		30
2.13 Sprint Nextel Compliance Certificate		31
2.14 Sprint Future Credit Agreements		39
2.15 Indemnified Litigation		40
2.16 Antitrust Matters; Compliance with Laws		40
ARTICLE 3 TRANSFERS		44
3.1 General Limitations on Transfer		44
3.2 Certain Permitted Transfers		47
3.3 Right of First Offer		48
3.4 Tag-Along Rights		52
3.5 Preemptive Rights		55
3.6 Transfers to a Restricted Entity		60
3.7 Standstill Agreement		60
3.8 Joint Purchase Rights		65
3.9 Permitted Designee		67
3.10 Void Transfers		68
3.11 Limitations Prior to the Adjustment Date		68
3.12 Holding Company Transfers		69
ARTICLE 4 MISCELLANEOUS		70
4.1 Parent Guaranty		70
4.2 Termination		70
4.3 Amendments and Waivers		70
4.4 Successors, Assigns and Transferees; Groups and Thresholds		70
4.5 Legend		71

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	Page
4.6 Notices		72
4.7 Confidentiality		77
4.8 Accounting Policies		79
4.9 Strategic Investor Representative; Strategic Investor Agreement		79
4.10 No Joint and Several Liability of the Equityholders		80
4.11 Further Assurances		80
4.12 Entire Agreement		80
4.13 Enabling Clause		80
4.14 Delays or Omissions		81
4.15 Governing Law; Jurisdiction; Waiver of Jury Trial		81
4.16 Severability		81
4.17 Enforcement		81
4.18 No Recourse		82
4.19 No Third Party Beneficiaries		82
4.20 Counterparts; Facsimile Signatures		82
4.21 Interpretation		82

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Exhibit A – Definitions
Exhibit B – Initial Directors and Officers of the Company
Exhibit C – Terms of D&O Insurance
Exhibit D – Form of Compliance Certificate
Exhibit E – Antitrust Compliance Guidelines
Exhibit F – Independence Standards
Exhibit G – Form of Non-Equityholder Transferee Agreement
Exhibit H – Assignment and Assumption Agreement
Exhibit I – Form of Parent Agreement

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EXECUTION COPY

     THIS EQUITYHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of November 28, 2008 (the “Effective Date”), by and among CLEARWIRE CORPORATION, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, a Delaware corporation (“Intel B”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C, a Delaware corporation (“Intel C”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”), COMCAST WIRELESS INVESTMENT I, INC., a Delaware corporation (“Comcast I”), COMCAST WIRELESS INVESTMENT II, INC., a Delaware corporation (“Comcast II”), COMCAST WIRELESS INVESTMENT III, INC., a Delaware corporation (“Comcast III”), COMCAST WIRELESS INVESTMENT IV, INC., a Delaware corporation (“Comcast IV”), COMCAST WIRELESS INVESTMENT V, INC., a Delaware corporation (“Comcast V” and, together with Comcast I, Comcast II, Comcast III and Comcast IV, “Comcast”), GOOGLE INC., a Delaware corporation (“Google”), TWC WIRELESS HOLDINGS I LLC, a Delaware limited liability company (“TWC I”), TWC WIRELESS HOLDINGS II LLC, a Delaware limited liability company (“TWC II”), TWC WIRELESS HOLDINGS III LLC, a Delaware limited liability company (“TWC III” and, together with TWC I and TWC II, “TWC”), BHN SPECTRUM INVESTMENTS, LLC, a Delaware limited liability company (“BHN”; and, together with Comcast, Google and TWC, the “Strategic Investors”), and for the limited purpose of Sections 2.13, 2.14 and 2.15 and Article 4, SPRINT NEXTEL CORPORATION, a Kansas corporation (“Sprint Nextel”). Each of Sprint, Eagle River, Intel and each Strategic Investor, together with each of their respective Permitted Transferees and Permitted Designees (each as hereinafter defined) that becomes a party to this Agreement in accordance with Article 3, is individually referred to as an “Equityholder”, and collectively as the “Equityholders.”

RECITALS:

     A. The parties desire to (i) foster the development of a nationwide wireless broadband network (the “Wireless Broadband Network”); (ii) expedite the commercial availability of wireless broadband services over the Wireless Broadband Network; (iii) enable the offering of a greater depth and breadth of wireless broadband services; and (iv) promote wireless broadband development.

     B. In order to satisfy the foregoing objectives, Sprint Nextel, Intel Corporation, Comcast Corporation, Time Warner Cable Inc., Google, Bright House Networks, LLC and Clearwire Corporation (“Old Clearwire”) have entered into the Transaction Agreement and Plan of Merger (as amended from time to time, the “Transaction Agreement”), under which

     (i) Old Clearwire formed the Company;

     (ii) the Company formed Clearwire Communications LLC (the “LLC”), which was until the Closing treated as a disregarded entity for U.S. federal income tax purposes;

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     (iii) the LLC in turn formed a wholly-owned limited liability company subsidiary, Clearwire Sub LLC (“Clearwire Sub LLC”) that is and has at all times since its formation been treated as a disregarded entity for U.S. federal income tax purposes;

     (iv) the outstanding shares of Class B common stock of Old Clearwire were converted into an equal number of shares of the Class A common stock of Old Clearwire in a transaction intended to qualify as a reorganization within the meaning of Code Section 368(a)(1)(E) and governed by Code Section 1036;

     (v) Old Clearwire merged with and into Clearwire Sub LLC in a transaction intended to qualify as a reorganization under Code Section 368(a)(1)(F) (the “Merger”) and, in the Merger, the stockholders of Old Clearwire exchanged their Class A common stock of Old Clearwire for an equal number of shares of Class A Common Stock;

     (vi) in connection with the Merger, the Company was issued Voting Units and Class A Common Units (both as defined in the Operating Agreement) in accordance with the terms of the Original Operating Agreement (as defined in the Operating Agreement);

     (vii) Sprint Nextel formed Sprint, which has at all times been treated as a partnership for U.S. federal income tax purposes and which in turn formed a wholly-owned Delaware limited liability company (“Sprint Sub LLC”), which is and all times since its formation has been treated as a disregarded entity for U.S. federal income tax purposes;

     (viii) Sprint Nextel caused one or more wholly-owned companies (the “Transfer Entities”) to hold the Sprint WiMAX Business (as defined in the Transaction Agreement) and caused all of the Transfer Entities to be limited liability companies treated as disregarded entities for U.S. federal income tax purposes immediately prior to and as of the Closing (and the Transfer Entities continue to be treated as disregarded entities for U.S. federal income tax purposes following the Closing);

     (ix) Sprint Nextel and its Subsidiaries contributed all of the limited liability company interests in each of the Transfer Entities to Sprint, which in turn contributed those interests to Sprint Sub LLC, and Sprint Sub LLC assumed the Sprint Pre-Closing Financing (as defined in the Transaction Agreement) in accordance with the terms of the Transaction Agreement;

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     (x) following the Merger and the contribution of the Transfer Entities to Sprint Sub LLC, Sprint Nextel caused Sprint to contribute all of the limited liability company interests of Sprint Sub LLC to the LLC (the “Sprint Contribution”) in exchange for Class B Common Units (as defined in the Operating Agreement) and purchased an equal number of shares of Class B Common Stock for cash;

     (xi) the Company thereafter contributed the cash it received from Sprint described in clause (x) above to the LLC in exchange for additional Voting Units;

     (xii) following the Merger and the Sprint Contribution, Intel contributed $1,000,000,000 in cash to the LLC in exchange for Voting Units and Class B Common Units;

     (xiii) Intel thereafter contributed its Voting Units to the Company in exchange for an equal number of shares of Class B Common Stock;

     (xiv) following the Merger and the Sprint Contribution, Comcast, TWC and BHN contributed $1,050,000,000, $550,000,000 and $100,000,000, respectively, in cash to the LLC in exchange for Voting Units and Class B Common Units;

     (xv) each of Comcast, TWC and BHN thereafter contributed their respective Voting Units to the Company in exchange for an equal number of shares of Class B Common Stock;

     (xvi) following the Merger and the Sprint Contribution, Google contributed $500,000,000 to the Company in exchange for shares of Class A Common Stock;

     (xvii) the Company thereafter contributed the cash it received from Google to the LLC in exchange for Voting Units and Class A Common Units; and

     (xviii) as a result of the contributions to the LLC by Sprint, Intel, Comcast, TWC and BHN described in clauses (x), (xii) and (xiv) above, the LLC was converted into a partnership for U.S. federal income tax purposes, to which partnership the Company, Sprint Nextel, Intel, Comcast, TWC and BHN were treated as contributing assets.

     C. The LLC and Intel have agreed to enter into the Intel Agreement at the Closing to, among other things, accelerate and facilitate the development of a nationwide mobile wireless broadband network and devices using WiMAX.

     D. The parties desire to enter into this Agreement to provide for certain rights and obligations of the Equityholders, and for the management and operation of the Company.

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ARTICLE 1

DEFINITIONS

     Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings specified in Exhibit A.

ARTICLE 2

CORPORATE GOVERNANCE

     2.1 Board Representation.

     (a) The Board will be comprised of 13 Directors, who will be nominated as follows:

     (i) seven Directors may be nominated by Sprint (the “Sprint Designees”), except that

     (A) for as long as there are not more than two Independent Designees, at least one of the Sprint Designees must

     (I) qualify as an Independent Director, and

     (II) qualify to serve on the Audit Committee, and be willing to serve on the Audit Committee during his or her tenure as a Director;

     (B) if, at any time after the Effective Date, Sprint ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of Sprint to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (B) as a result of subsequent changes in Sprint’s Percentage Interest);

     (C) upon and at all times following the occurrence of a Sprint Adverse Change of Control, then

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     (I) the right of Sprint to nominate Directors will be reduced (if applicable) to a number equal to the lesser of (x) the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number and (y) six; and

     (II) the right of Sprint to nominate Directors will be subject to further adjustment in accordance with Section 2.1(a)(i)(B), Section 2.1(a)(vii) and Section 3.8(e)(i); provided that in no event shall the number of Directors that Sprint is entitled to nominate upon and after the occurrence of a Sprint Adverse Change of Control exceed six; and

     (D) subject to clause (C)(II) above, the number of Directors that Sprint is entitled to nominate may be further adjusted in accordance with

     (I) clause (vii) of this Section 2.1(a), and

     (II) Section 3.8(e)(i); and

     (ii) one Director may be nominated by Eagle River (the “Eagle River Designee”), except that

     (A) if, at any time after the Effective Date, Eagle River ceases to own at least 50% of the Eagle River Original Shares, then Eagle River will cease to have the right to nominate any Directors; and

     (B) for as long as Eagle River has the right to nominate a Director, Eagle River will also have the right to designate one individual (the “Eagle River Observer”) that will have Observer Rights subject to the Observer Restrictions; and

     (iii) one Director may be nominated by Intel (the “Intel Designee”), except that

     (A) if, at any time after the Effective Date, Intel ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of Intel to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Intel by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (A) as a result of subsequent changes in Intel’s Percentage Interest);

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     (B) the number of Directors that Intel is entitled to nominate may be further adjusted in accordance with

     (I) clause (vii) of this Section 2.1(a), and

     (II) Section 3.8(e)(i); and

     (C) for as long as Intel has the right to nominate a Director, Intel will also have the right to designate one individual (the “Intel Observer”) that will have Observer Rights subject to the Observer Restrictions; and

     (iv) two Directors may be nominated by the Strategic Investor Group (the “Strategic Investor Designees”), except that

     (A) if, at any time after the Effective Date, the Strategic Investor Group collectively ceases to have a Percentage Interest equal to at least 50% of its aggregate Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of the Strategic Investor Group to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by the Strategic Investor Group, in the aggregate, by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (A) as a result of subsequent changes in the Strategic Investor Group’s Percentage Interest);

     (B) the number of Directors that the Strategic Investor Group is entitled to nominate may be further adjusted in accordance with

     (I) clause (vii) of this Section 2.1(a), and

     (II) Section 3.8(e)(i); and

     (C) for as long as BHN owns a number of shares of Common Stock equal to at least 50% of the BHN Original Shares, BHN will have the right to designate one individual that will have Observer Rights subject to the Observer Restrictions (the “BHN Observer”) and

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     (D) for as long as the Strategic Investor Group owns a number of shares of Common Stock equal to at least 50% of the Strategic Investor Group’s Original Shares, then the Strategic Investor Group will have the right to designate one individual that will have Observer Rights subject to the Observer Restrictions (a “Strategic Investor Observer”, and collectively with the Eagle River Observer, the Intel Observer, the BHN Observer and any individual that has Observer Rights subject to the Observer Restrictions pursuant to Section 2.1(a)(x)(A), the “Observers”, and each an “Observer”); provided that, subject to Section 2.1(a)(x)(A), there will not be, at any given time, more than one Strategic Investor Observer;

     (v) one Director may be nominated by the unanimous agreement of Intel and the Strategic Investor Group (“Investor Independent Designee”), except that

     (A) if, at any time after the Effective Date, the Strategic Investor Group collectively ceases to have a Percentage Interest equal to at least 50% of its aggregate Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the Investor Independent Designee may be nominated by Intel, and if Intel ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), the Investor Independent Designee may be nominated by the Strategic Investor Group, and if both the Strategic Investor Group and Intel cease to have a Percentage Interest equal to at least 50% of their respective Percentage Interests as of the Effective Date (as may be adjusted on the Adjustment Date), then neither of the Strategic Investor Group nor Intel may nominate an Investor Independent Designee, and the Director seat will be filled by an Independent Designee nominated by the Nominating Committee in accordance with clause (viii) below, and

     (B) the Investor Independent Designee must

     (I) qualify as an Independent Director, and

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     (II) qualify to serve on the Audit Committee, and be willing to serve on the Audit Committee during his or her tenure as a Director;

     (vi) in addition to any Directors to be nominated by the Nominating Committee as provided in clause (viii) of this Section 2.1(a), one Director will be nominated by the Nominating Committee (the “Initial Independent Designee”), except that the Initial Independent Designee must

     (A) qualify as an Independent Director, and

     (B) qualify to serve on the Audit Committee as its chairperson and be willing to serve on and to be the chairperson of the Audit Committee during his or her tenure as a Director; and

     (vii) if Sprint Transfers to any other Equityholder(s) (the “25% Transferee(s)”) a number of shares of Common Stock or Units, as applicable, equal in the aggregate to at least 25% of Sprint’s Original Shares or 25% of the Units acquired by Sprint on the Effective Date (as adjusted for Recapitalization Events) (whether under Section 3.3 of this Agreement or otherwise), then, if requested by any of the applicable 25% Transferees (it being understood and agreed that the Strategic Investor Group as a whole shall be deemed to be a single 25% Transferee for purposes of this Section 2.1(a)(vii)), the following adjustments will be made as among Sprint and such 25% Transferee(s) only, without affecting the Board nomination rights of any other Equityholder:

     (A) the right of Sprint to nominate Directors will be reduced if the number equal to the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number, is less than the number of Directors that Sprint had the right to nominate immediately prior to such Transfer, in which case, Sprint will then have the right to nominate such lesser number of Directors,

     (B) subject to Section 2.1(a)(x), the right of each such 25% Transferee to nominate Directors will be increased if the number equal to the product obtained by multiplying the Percentage Interest then held by such 25% Transferee by 13, rounded to the nearest whole number, is greater than the number of Directors that such 25% Transferee had the right to nominate immediately prior to such Transfer, in which case, such 25% Transferee will then have the right to nominate such greater number of Directors, and

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     (C) from and after the time of such Transfer, the provisions of Section 2.1(a)(i)(B), Section 2.1(a)(iii)(A) and Section 2.1(a)(iv)(A), as applicable, relating to the proportionate adjustment of the right to nominate Directors shall apply to Sprint and the applicable 25% Transferee(s) regardless of whether the 50% threshold referred to in those Sections has been met.

     (viii) Except as provided in this clause (viii) and in clauses (vii) above and (x) below, if an Equityholder loses or elects not to exercise (in whole or in part) the right to nominate all or any portion of its Equityholder Designees for any reason, the Director seats that the Equityholder has lost or elects not to exercise the right to nominate will become additional Independent Directors nominated by the Nominating Committee (the Initial Independent Designee and each such additional Independent Director nominated by the Nominating Committee being referred to herein as an “Independent Designee”); provided that any election by an Equityholder not to exercise (in whole or in part) the right to nominate all or any portion of its Equityholder Designees shall not constitute a permanent waiver or relinquishment of such right; and provided, further, that if an Equityholder elects not to exercise its right to nominate an Equityholder Designee, and the seat held by such Equityholder Designee is filled by an Independent Designee in accordance with the foregoing, the Equityholder will be entitled to re-exercise its right to nominate a Director in place of such Independent Designee only upon a vacancy of one of the seats held by an Independent Designee or at a regularly scheduled meeting of stockholders at which Directors are elected in accordance with Section 2.1(b), if applicable.

     (ix) The Initial Independent Designee, one of the Sprint Designees (for as long as Sprint is required to nominate an Independent Director) and the Investor Independent Designee (for as long as there is an Investor Independent Designee) must qualify to serve on the Audit Committee (and be willing to serve on the Audit Committee during their respective tenures as a Director) and at least one of the Independent Designees must have the requisite experience and qualifications to serve as an “audit committee financial expert” within the meaning of the Exchange Act. If, however, either Sprint is no longer required to nominate an Independent Director or there is no longer an Investor Independent Designee, then at least two of the Independent Designees and either the Investor Independent

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Designee or the Sprint Designee that qualifies as an Independent Director (as applicable) must qualify to serve on the Audit Committee (and will agree to do so at the time the Independent Designees are appointed). If, however, Sprint is no longer required to nominate an Independent Director and there is no longer an Investor Independent Designee, then at least three of the Independent Designees must qualify to serve on the Audit Committee (and will agree to do so at the time the Independent Designees are appointed).

     (x) If at any time, as a result of any adjustment pursuant to this Section 2.1(a) or Section 3.8(e)(i), any Equityholder has the right to nominate a number of Directors that is greater than the number of Available Seats, the Company and the Equityholders will cooperate to take such actions as are necessary to reduce (at the next annual or special meeting of the stockholders of the Company at which Directors are elected) the number of Independent Designees in order to permit such Equityholder to exercise its rights under this Section 2.1(a) or Section 3.8(e)(i); provided that there will be at least three Independent Directors for so long as the Company is required by Law or the rules of any applicable national securities exchange to have three Independent Directors. If, following the elimination of the Independent Designees in accordance with the immediately preceding sentence, as a result of any adjustment pursuant to this Section 2.1(a) or Section 3.8(e)(i), an Equityholder (for purposes of this Section 2.1(a)(x), a “Nominating Equityholder”) has the right to nominate a number of Directors that is greater than the number of Available Seats (such excess number of seats, “Unfilled Director Seats”), then,

     (A) until (i) the Nominating Equityholder nominates a number of Equityholder Designees pursuant to Section 2.1(a)(x)(B) equal to the number of such Nominating Equityholder’s Unfilled Director Seats and (ii) each such Equityholder Designee that has been so nominated has been elected or appointed to the Board, the Nominating Equityholder will have the right, in respect of each of such Nominating Equityholder’s Unfilled Director Seats, to designate one individual that will have Observer Rights subject to the Observer Restrictions, and

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     (B) when another Equityholder loses the right to nominate one or more of its Equityholder Designees under circumstances where the Board seat would otherwise be filled by an Independent Designee in accordance with clause (viii) above, in lieu of filling such Board seat in accordance with clause (viii) above, the Nominating Equityholder will be entitled to nominate additional Equityholder Designee(s) to fill each such vacated seat (up to the number of Unfilled Director Seats of such Nominating Equityholder); provided that if the Equityholder Designee who is being replaced was required to qualify as an Independent Director and serve on the Audit Committee in accordance with this Section 2.1(a), then the replacement Equityholder Designee nominated by the Nominating Equityholder will be required to qualify as an Independent Director and be willing and qualified to serve on the Audit Committee until such time as there are at least three other Independent Directors, for so long as the Company is required by Law or the rules of any applicable national securities exchange to have three Independent Directors.

     (xi) The adjustments to Board nomination rights set forth in this Section 2.1(a) shall be implemented from time to time after the date hereof based on the relevant circumstances at the time (i.e., adjustments in nomination rights triggered by one event or circumstance may be further adjusted based on subsequent events or circumstances). For example, upon and after the initial adjustment (if any) pursuant to Section 2.1(a)(vii), the Board nomination rights set forth in this Section 2.1(a) shall be subject to further adjustment pursuant to Section 2.1(a)(vii) based on any subsequent change in the Percentage Interests of Sprint and the applicable 25% Transferee(s).

     (xii) For so long as an Equityholder has the right under this Agreement to designate an Observer, the Observer will be permitted to (A) attend and observe, but not otherwise participate in, all meetings of the Board (but not any committees of the Board), and (B) receive (on a concurrent basis) all notices and other information provided to Directors in their capacity as Directors by the Company (“Observer Rights”), except that (x) as a condition to allowing the Observer to attend meetings of the Board or to receive any information, the Company may require that the Observer execute a confidentiality agreement, reasonably satisfactory to the Company, with respect to the information to be provided or the matters to be discussed at any meeting of the Board; provided, however, that if the Observer is an employee, agent or independent contractor of the Equityholder appointing that Observer then in lieu of a separate confidentiality, non-use or non-disclosure agreement between the Observer and the Company, the Equityholder agrees to cause the Observer to comply with Section 4.7 and to be responsible for any breach of such Section by the Observer, and (y) 

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the Company may exclude the Observer from any meeting of the Board, or portions thereof, or deny access to any information or portions thereof provided to Directors, if the Company reasonably determines that the participation of the Observer, or access to the applicable information, could (1) result in a waiver of the attorney-client privilege (based on the advice of Company counsel) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to an Observer (who represents or is affiliated with a competitor to the Company, a customer, supplier or other business partner of the Company or a competitor to the Company’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Company’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Company; (3) cause the Company to violate obligations with respect to confidential or proprietary information of third parties, provided that an Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Equityholder designating the Observer, any of its Affiliates or the Observer (subsections (x) and (y) collectively “Observer Restrictions”). In addition, if an Observer designated by an Equityholder is an observer, employee, officer, director, partner or member at another company that competes with the Company or is primarily engaged in a business in a substantially related industry, a majority of those Directors that are not appointed by the Equityholder appointing the Observer would be permitted to exclude the Observer from any meeting of the Board, or portions thereof, or deny access to any information provided to Directors, if such Directors reasonably determine, in a closed session, to exclude such Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed.

     (xiii) The Company acknowledges that an Equityholder appointing an Observer and/or an Observer may likely have, from time to time, information that may be of interest to the Company (but which excludes any information that the Observer receives or learns in its position as an Observer) (“Observer Information”) including, by way of example only, technologies, plans, services of the applicable Equityholder, strategies relating thereto, developments with respect to the technologies, products and services, and plans

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and strategies relating thereto, of other companies, including actual or potential competitors of the Company. The Observer Information may or may not be actually known by the Observer. The Company agrees that an Equityholder designating an Observer to the Board, merely by exercising that right of appointing the Observer, and the Observer does not have any additional duty to disclose any Observer Information to the Company or offer to the Company the right to participate in projects or investments based on the Observer Information or otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of the Observer Information, and waives, to the extent permitted by law, any claim based on the corporate opportunity. The Company will not, to the extent permitted by law, take action to limit the Equityholder’s ability to pursue opportunities based on the Observer Information or require the Equityholder or Observer to disclose the Observer Information to the Company solely based on the Equityholder’s exercise of its right to appoint the Observer.

     (b) The initial Directors and the Observers will be as set forth on Exhibit B. Sprint, Eagle River, Intel and the Strategic Investor Representative (on behalf of the Strategic Investor Group) will provide the other Equityholders and the Company with written notice of any changes to their respective Equityholder Designees in connection with an annual meeting of the stockholders of the Company at least 90 days before the annual meeting of the stockholders of the Company at which elections of Directors will be held. Notwithstanding the foregoing and Section 2.1(a)(viii), the Company and the Equityholders acknowledge and agree that (A) Intel may elect not to nominate the Intel Designee to begin serving on the Board as of the Effective Date, (B) Intel shall have until the 180^th day following the Effective Date to nominate the Intel Designee, (C) during such 180-day period, there will be a vacancy on the Board until such time as Intel nominates the Intel Designee and (D) if Intel does not nominate the Intel Designee during such 180-day period, then Intel will be deemed to have waived its rights to nominate a Director until there is a vacancy of one of the seats held by an Independent Designee or until a regularly scheduled meeting of stockholders at which Directors are elected in accordance with Section 2.1(b), if applicable, and the Director seat will be filled in accordance with Section 2.1(a)(viii). Until such time as the Intel Designee is appointed, the Board may appoint an Independent Designee to any of the committees on which the Intel Designee was entitled to be a member under this Agreement.

     (c) The Company and the Equityholders will take whatever actions may be required under Law to cause the Board to consist of the number of Directors specified in this Section 2.1.

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     (d) At each annual or special meeting of the stockholders of the Company at which Directors are to be elected, the Company will include in the slate of nominees recommended by the Board and in the Company’s proxy statement or notice of such meeting all of the Equityholder Designees and each Independent Designee and will use its Reasonable Best Efforts to cause the election of each of those designees to the Board, including nominating those individuals to be elected as Directors as provided in this Agreement.

     (e) If a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director who is an Equityholder Designee or Independent Designee, the Company and each Equityholder will take all actions necessary to cause the vacancy to be filled as soon as practicable by a new Equityholder Designee or Independent Designee, as the case may be, who is nominated in the manner specified in this Section 2.1. If the vacancy was created by the death, retirement, disability, resignation or removal of an Equityholder Designee, and if the applicable Equityholder does not nominate a replacement Director to fill such vacancy within 90 days following the date of the vacancy (or such later time as may be required to complete the process contemplated by Section 2.16(b)), such Equityholder will be deemed to have waived its rights to nominate a replacement Director until there is a vacancy of one of the seats held by an Independent Designee or until a regularly scheduled meeting of stockholders at which Directors are elected in accordance with Section 2.1(b), if applicable, and the Director seat will be filled in accordance with Section 2.1(a)(viii). If the remaining Directors have not, within 30 days following the earlier of (x) in the case of an Equityholder Designee, the date on which the replacement Director has been nominated or (y) 90 days after the date of such vacancy, caused (by written consent or otherwise) the vacancy to be filled by a new Equityholder Designee or Independent Designee, as applicable, in the manner specified in Section 2.1, then the Company and each Equityholder will take all actions necessary to fill the vacancy as provided in this Section 2.1(e).

     (f) Each of the Equityholders will

     (i) vote any Voting Securities owned by it or over which it has the power to vote (or direct the voting of) and cause its Controlled Affiliates to vote any Voting Securities, at each annual or special meeting of stockholders of the Company at which Directors are to be elected, or execute (or cause to be executed) proxies or written consents with respect to such Voting Securities, as the case may be, in favor of the election of the Equityholder Designees and the Independent Designees nominated to the Board as provided in this Section 2.1, and

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     (ii) use its Reasonable Best Efforts to cause the election of the Equityholder Designees and Independent Designees to the Board, including nominating those individuals to be elected as members of the Board.

     (g) On the written request of the Equityholder entitled to nominate the relevant Director, but only upon such written request, each other Equityholder will vote any Voting Securities owned by it or over which it has the power to vote (or direct the voting) and will cause its Controlled Affiliates to vote any Voting Securities, and, together with the Company, take or cause to be taken all actions necessary, to remove any Director nominated by the requesting Equityholder, and to elect any replacement Director nominated by that Equityholder (provided that such replacement Director otherwise meets all of the applicable requirements under Section 2.1(a)). Subject to Section 2.1(h) and the penultimate sentence of this Section 2.1(g), unless the Equityholder entitled to nominate the relevant Director otherwise requests in writing, no Equityholder will take any action to cause the removal of any Directors nominated by any other Equityholder. Notwithstanding anything to the contrary in this Agreement, any Director may be removed for “cause” by a majority vote of the other Directors. For purposes of this Section 2.1(g), “cause” shall mean the conviction of the Director of, or the entry of a pleading of guilty or nolo contendere by the Director to, any crime involving moral turpitude or any felony.

     (h) If an Equityholder ceases to have the right to nominate one or more Directors in accordance with this Section 2.1, then, if requested in writing by any Equityholder holding, or group of Equityholders collectively holding, at least 25% of the outstanding Voting Securities, that first Equityholder will use Reasonable Best Efforts to cause the removal or resignation of its applicable Equityholder Designee(s) at the earliest possible time. If no request is made in accordance with the preceding sentence, the applicable designee(s) of that Equityholder will serve the remaining portion of their then-current term and the replacement Director(s) will be nominated in accordance with this Section 2.1 at the next meeting of the stockholders at which Directors are elected.

     (i) The Company will compensate each Equityholder Designee who is not an employee of the Company or any of its Subsidiaries in the same manner and to the same extent as it compensates its other non-employee Directors and will reimburse each Equityholder Designee for reasonable out-of-pocket expenses incurred by such Equityholder Designee for the purpose of attending meetings of the Board or its committees. If an Equityholder Designee is an employee of an Equityholder or its Affiliates, the Company will pay the applicable compensation or reimbursement on behalf of such Equityholder Designee to the applicable Equityholder.

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     (j) The Company will obtain and maintain directors’ and officers’ insurance that meets at least the terms and conditions set forth on Exhibit C. Prior to the occurrence of a Change of Control (disregarding, for purposes of this Section 2.1(j), the second parenthetical in clause (ii) of the definition of “Change of Control”) or any merger, consolidation or similar transaction in which the Company is not the surviving entity, the Company will require that any successor (whether by merger, operation of law or otherwise) to the Company assume the Company’s obligations under this Section 2.1(j) for a period of at least six years, except that in no event will the successor to the Company be required to expend for that insurance more than an amount per year equal to 200% of the annual premiums paid by the Company as of the date of the Change of Control transaction. If, but for the immediately preceding sentence, the successor to the Company would be required to expend more than 200% of then-current annual premiums, the successor to the Company would be required to obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to 200% of the then-current annual premiums.

     (k) The rights of the Equityholders under this Section 2.1 are not Transferable and may not be exercised by any Transferee, except by a Permitted Transferee or Permitted Designee of such Equityholder.

     (l) The Chief Executive Officer of the Company will be entitled to attend all meetings of the Board regardless of whether or not he or she is a Director, except that the Chief Executive Officer may be excluded from meetings of the Board when the Board is in executive session.

     2.2 Officers; Chairman of the Board. The initial Chairman of the Board, Chief Executive Officer, President (if applicable), Chief Financial Officer, Chief Technology Officer, Chief Operating Officer, Chief Information Officer, Chief Strategy Officer and General Counsel of the Company will be as set forth on Exhibit B. Subject to the provisions of Section 2.6(b)(i), changes to any of the foregoing positions will be determined by the Board in accordance with the Bylaws.

     2.3 Committees.

     (a) The Company will establish an audit committee (the “Audit Committee”) to perform the duties usually reserved for an audit committee, and certain other duties, including reviewing and recommending to the full Board (with related party Directors abstaining from the applicable Board vote) all Related Party Transactions. The initial members of the Audit Committee will be three or more Independent Directors, including the Sprint Designee that qualifies as an Independent Director (for as long as Sprint is required to nominate that Director), and the Investor Independent Designee (for as long as there is an Investor Independent Designee). At least one of the Independent Designees on the Audit Committee will qualify as an “audit committee financial expert” within the meaning of the Exchange Act, and will chair the Audit Committee. The approval of a majority of the Audit Committee will be required for the approval of any matter that comes before the Audit Committee.

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     (b) The Company will establish a nominating committee (the “Nominating Committee”) to perform the functions usually reserved for a nominating committee, including nominating Independent Designees. The Nominating Committee will consist of five members, two of whom will be Sprint Designees, one of whom will be the Eagle River Designee, one of whom will be a Strategic Investor Designee, and one of whom will be an Intel Designee; provided that (i) no Equityholder or the Strategic Investor Group, as the case may be, will have any right to designate any member of the Nominating Committee unless it is also entitled to nominate at least one Director pursuant to Section 2.1(a) and (ii) on the first date that Sprint’s right to nominate Directors is actually adjusted downward pursuant Section 2.1(a)(i)(B),2.1(a)(i)(C),2.1(a)(vii), or 3.8(e)(i), Sprint will thereafter have the right to designate only one Sprint Designee as a member of the Nominating Committee. In the event that an Equityholder or the Strategic Investor Group, as the case may be, loses the right to nominate a member of the Nominating Committee, the open seat(s) on the Nominating Committee will be filled by one or more Independent Designees. The approval of four of the five members of the Nominating Committee will be required to nominate any Independent Designee.

     (c) The Company will establish a compensation committee (the “Compensation Committee”) to perform the functions usually reserved for a compensation committee, including

     (i) reviewing and determining salary, bonus and other compensation for the Chief Executive Officer of the Company and the LLC, and for all executive officers of the Company and the LLC who report directly to the Chief Executive Officer (including but not limited to the Chief Operating Officer, the Chief Financial Officer, the Chief Technology Officer and any officer determined to be a chief operating decision maker under GAAP), and

     (ii) such other tasks as the Board may from time to time authorize.

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The Compensation Committee will consist of four members, one of whom will be a Sprint Designee, one of whom will be a Strategic Investor Designee, one of whom will be an Eagle River Designee and one of whom will be the Investor Independent Designee. If any Equityholder or the Strategic Investor Group, as the case may be, loses the right to designate any of its designees to the Compensation Committee (which right will be lost with respect to any designee by virtue of an Equityholder or the Strategic Investor Group losing its right to nominate at least one Director pursuant to Section 2.1(a)), then the seat on the Compensation Committee will be filled by one of the Independent Designees. The approval of two-thirds of the Compensation Committee will be required to approve the matters described in clauses (i) and (ii) above, and no other approval of the Board (or any other Committee) will be required with respect to those matters.

     (d) The Company will establish a special committee (the “Transactions Committee”) consisting of all Directors other than Sprint Designees who (i) are employees or directors of Sprint or any of its Controlled Affiliates or (ii) would not be Independent Directors if they were to sit on the board of directors of Sprint or any of its Controlled Affiliates (i.e. who are not independent vis-à-vis Sprint). The Transactions Committee will have the authority to take all actions and make the determinations referred to in Section 2.13 and Section 2.15.

     (e) Other than the Audit Committee, the Transactions Committee, the Nominating Committee, the Compensation Committee and, if the Equityholders agree in accordance with this Agreement and the Bylaws, an executive committee, the Company will establish no other committees of the Board, other than those special committees the Board may create from time to time, as permitted by the Charter and the Bylaws, in order to carry out its fiduciary duties (it being agreed that to the extent that the Board delegates any authority to a committee (including an executive committee), then each of Sprint, Intel, Eagle River and the Strategic Investor Group will be entitled (but not obligated) to designate at least one designee to any such committee for so long as it has the right to nominate at least one Director, unless, in each case, such designation would, in the good faith determination of a majority of the Independent Directors (based on the advice of counsel) be inappropriate as a result of an actual or perceived conflict of interest on the part of such designee, the Equityholder (or group of Equityholders) designating such designee or any of their respective Affiliates). Any such designation by Sprint, Intel, Eagle River or the Strategic Investor Group must be initially made within a reasonable period of time following receipt of written notification of the formation of such committee.

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     2.4 Available Financial Information.

     (a) The Company will deliver, or will cause to be delivered, the following information to (x) each Strategic Investor for so long as (1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), and (y) each other Equityholder for so long as such Equityholder has the right to nominate at least one Director under Section 2.1:

     (i) as soon as available (and in any event within 90 days) after the end of each fiscal year of the Company (or the earlier date by which the information is required to be filed under the Exchange Act),

     (A) (1) the annual financial statements required to be filed by the Company under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for that fiscal year as approved by the Board and certified by the principal financial or accounting officer of the Company, or (2) if the financial statements described in (1) are not required to be filed under the Exchange Act, an audited consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a reasonably detailed comparison to the Company’s business plan for that year as approved by the Board and certified by the principal financial or accounting officer of the Company; and

     (B) with respect to the LLC, an audited consolidated balance sheet of the LLC and its Subsidiaries, in each case as of the end of the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the LLC and its Subsidiaries for that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the LLC;

     (ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within 45 days (or the earlier date by which the information is required to be filed under the Exchange Act),

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     (A) (1) the quarterly financial statements required to be filed by the Company under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for the current fiscal year to date as approved by the Board and certified by the principal financial or accounting officer of the Company, or (2) if the financial statements described in (1) are not required to be filed under the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case for that period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a reasonably detailed comparison to the Company’s business plan then in effect as approved by the Board and certified by the principal financial or accounting officer of the Company in reasonable detail and certified by the principal financial or accounting officer of the Company; and

     (B) with respect to LLC, a consolidated balance sheet of LLC and its Subsidiaries, in each case as of the end of each quarterly period, and consolidated statements of income, retained earnings and cash flows of LLC and its Subsidiaries, in each case for that period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year certified by the principal financial or accounting officer of LLC;

     (iii) as soon as available and in any event within 45 days after the end of each fiscal quarter,

     (A) a consolidated balance sheet and income statement with budget variances,

     (B) consolidated “key metrics” with budget variances, including gross adds, net adds, churn, ARPU, CPGA and sites on air, and

     (C) a summary of capital expenditures with budget variances, provided, however, that the Company may exclude market-specific information from any such reports; and

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     (iv) as soon as available, an annual operating budget (with variance analysis) and strategic plan of the Company and the LLC for the following fiscal year as approved by the Board.

     (b) The Company covenants and agrees to deliver to (x) a Strategic Investor for so long as (1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), and (y) each other Equityholder for as long as such Equityholder has the right to nominate at least one Director under Section 2.1, in each case with reasonable promptness, any other information, including data and reports made available to any lender of the Company or any of its Subsidiaries under any credit agreement or otherwise, as from time to time may be reasonably requested by such Strategic Investor or other Equityholder.

     (c) The officers, employees, auditors and contract employees of any Equityholder receiving or having access to information of the Company under Sections 2.4(a) and (b) will be limited to those officers, employees, auditors and contract employees of the Equityholder with a need to know such information for the purpose of evaluating the Equityholder’s equity investment in the Company and the LLC, but, insofar as such information relates, in each case, to the Company’s retail business, may not include any officer or employee that is directly responsible for the day-to-day operations of such Equityholder that are competitive with the business of the Company and the LLC.

     2.5 Access.

     (a) The Company will, and will cause its Subsidiaries, officers, directors and employees to, until an Equityholder no longer has the right to nominate at least one Director under Section 2.1 (or, in the case of an Equityholder that is a Strategic Investor, until (x) the Strategic Investor Group no longer has the right to nominate at least one Director under Section 2.1 and (y) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date)),

     (i) afford the officers, employees, auditors and contract employees of that Equityholder and its Controlled Affiliates, during normal business hours and on reasonable notice, reasonable access to the Company’s and its Subsidiaries’ officers, employees, properties, offices, plants and other facilities and to all books and records, and

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     (ii) afford that Equityholder the opportunity to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with the Company’s and its Subsidiaries’ officers from time to time as the Equityholder may reasonably request,

in each event, only to the extent necessary or reasonably appropriate to accomplish the reasonable purpose of the proposed inspection. If following such discussion the Equityholder determines that it needs further financial information of the Company and its Subsidiaries, then the Equityholder will provide a written request of the same to the chief financial officer of the Company including a description of the type of information needed from the auditors. The chief financial officer of the Company will promptly make the request of the Company’s auditors to discuss the requested issues with the requesting Equityholder.

     (b) The officers, employees, auditors and contract employees of any Equityholder or its Controlled Affiliates having access rights under Section 2.5(a) will be limited to those officers, employees, auditors and contract employees of the Equityholder and its Controlled Affiliates with a need to have the above-described access rights for the purpose of evaluating the Equityholder’s equity investment in the Company and the LLC, but, insofar as such access rights provide access to information that relates, in each case, to the Company’s retail business, may not include any officer or employee that is directly responsible for the day-to-day operations of such Equityholder that are competitive with the business of the Company and the LLC.

     2.6 Requirements for Board Action.

     (a) In addition to any other actions or approvals required under this Agreement, Law, the Operating Agreement, the Charter or the Bylaws, the following actions (including the entry into any agreement, contract or commitment to take any such action) will require the prior approval of a Simple Majority of the disinterested Directors:

     (i) any Related Party Transaction, and

     (ii) any Transfer of Equity Securities by the Principal Equityholder, whether as part of a single transaction or a series of related transactions, that constitutes a Change of Control of the Company or any of its material Subsidiaries, except that for purposes of this clause (ii), any failure of the disinterested Directors to vote against the proposed Transfer within 30 days following the receipt by the Company of written notice of the Transfer will be deemed to be an approval of the Transfer.

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     (b) In addition to any other actions or approvals required under this Agreement, the Operating Agreement, Law, the Charter or the Bylaws, the following actions (including the entry into any agreement, contract or commitment to take any such action) by the Company or any of its Subsidiaries will require the prior approval of at least 10 Directors (or, if there are fewer than 10 Directors, all of such Directors):

     (i) the appointment or removal of the Chief Executive Officer of the Company and the LLC, and the appointment or removal of all executive officers of the Company and the LLC who report directly to the Chief Executive Officer (including but not limited to the Chief Operating Officer, the Chief Financial Officer, the Chief Technology Officer and any officer determined to be a chief operating decision maker under GAAP); provided that the foregoing approval rights with respect to the removal of executive officers of the Company and the LLC who report directly to the Chief Executive Officer will not apply if Sprint owns less than 50% of the outstanding Voting Securities and has the right to nominate less than a majority of the Directors;

     (ii) the Company or any Subsidiary of the Company engaging in:

     (A) a joint venture with any Person that involves a contribution by the Company or any Subsidiary of the Company to the joint venture entity of assets with a book value in excess of 20% of the book value of the consolidated assets of the Company and its Subsidiaries, as reflected in the most recent audited financial statements of the Company and its Subsidiaries;

     (B) an acquisition of any assets (including stock or other equity interests) in a transaction or series of related transactions that have an aggregate purchase price in excess of 20% of the book value of the consolidated assets of the Company and its Subsidiaries, as reflected in the most recent audited financial statements of the Company and its Subsidiaries; or

     (C) a disposition of any assets of the Company or any Subsidiary of the Company (including stock or other equity interests) in a transaction or series of related transactions that have an aggregate purchase price in excess of 20% of the book value of the consolidated assets of the Company and its Subsidiaries, as reflected in the most recent audited financial statements of the Company and its Subsidiaries;

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except that the approval required under this Section 2.6(b)(ii) will not be required for any transaction that qualifies as a Related Party Transaction (it being understood that Related Party Transactions are to be addressed as set forth in Section 2.6(a));

     (iii) engaging in or undertaking any business activities approved by the Board under clause (iv) of the definition of the Business Purpose of the Company;

     (iv) funding any of the following:

     (A) any business activities outside the United States other than funding as and to the extent necessary to maintain the Company’s existing operations and assets located outside of the United States; or

     (B) any acquisition of spectrum (whether by purchase, lease or license) outside the United States; or

     (C) any expansion of the Business Purpose of the Company under clause (iv) of the definition thereof that is not conducted through the LLC or its Subsidiaries; and

     (v) any Change of Control of the Company or any of its Subsidiaries (other than in connection with a transaction that constitutes a Related Party Transaction) (it being understood that Related Party Transactions are to be addressed as set forth in Section 2.6(a)).

     (c) In addition to any other actions or approvals required under this Agreement, the Operating Agreement, Law, the Charter or the Bylaws, any amendment to the Operating Agreement will require the prior approval of a majority of the Directors who are Independent Designee(s) and Independent Directors nominated by one or more Equityholders other than those Independent Directors that are current or former directors, officers or employees of a nominating Equityholder.

     (d) Notwithstanding anything to the contrary in this Agreement,

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     (i) a Simple Majority of the Board (excluding the interested Directors) shall have the right to direct, enforce and control on behalf of any NewCo Indemnified Person (as such term is defined in the Transaction Agreement) the prosecution of any action in respect of which indemnity may be sought against any Equityholder or any of its Affiliates under Article 13 of the Transaction Agreement (including the determination as to whether to assert any claim, commence any action or settle, dismiss or continue the prosecution of any such action); and

     (ii) For purposes of Section 1.2(c) of the Transaction Agreement, (A) all action taken by the Company or the LLC shall be determined and directed by the senior management of the Company unless such action requires approval from the Board, in which case such action shall be determined and directed by the members of the Board other than the Sprint Designees and (B) the Sprint Designees will recuse themselves from all consideration of these matters.

     2.7 Supermajority Voting Requirements.

     (a) In addition to any other actions or approvals required under this Agreement, Law, the Operating Agreement, the Charter or the Bylaws, the following actions (including the entry into any agreement, contract or commitment to take any such action) by the Company or any of its Subsidiaries will require the approval of each of Sprint, Intel, and the Strategic Investor Representative on behalf of the Strategic Investor Group so long as Sprint, Intel or the Strategic Investor Group, respectively, has a Percentage Interest of at least 5%.

     (i) any amendment to the Bylaws (other than amendments that are ministerial in nature and do not directly or indirectly adversely affect the rights of the Equityholders), the Charter or the Operating Agreement;

     (ii) changing the size of the Board from the size contemplated by Section 2.1(a);

     (iii) any Bankruptcy of the Company or any material Subsidiary of the Company;

     (iv) any material capital restructuring or reorganization of the Company or any material Subsidiary of the Company, except that the foregoing will not include any financing transaction of the Company or its Subsidiaries in the ordinary course of business (including a public or private issuance of any debt or equity securities in the ordinary course of business);

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     (v) the liquidation, dissolution or winding up of the Company or the LLC;

     (vi) any conversion, election or other action of or affecting the LLC or any material Subsidiary of the LLC that would cause any such entity to be taxed as a corporation for U.S. federal income tax purposes; and

     (vii) any issuance, or entry into any agreement to issue or otherwise obligate the Company or the LLC to issue, after the Effective Date of this Agreement, shares of Class B Common Stock or Class B Common Units, other than (A) in connection with a Recapitalization Event or as required under the Transaction Agreement or (B) shares of Class B Common Stock issued to Sprint under Section 2.13(e) or (f).

     (b) The actions described in clauses (i) and (ii) of Section 2.7(a) will also require the approval of Eagle River if

     (i) Eagle River and its Permitted Transferees own at least 50% of the Eagle River Original Shares, and

     (ii) the action in question would uniquely or disproportionately adversely affect Eagle River or the public stockholders of the Company, or the Company as a Member of the LLC, in any material respect as compared to the impact of the action on Sprint, Intel and the Strategic Investors as stockholders of the Company and members of the LLC.

     (c) In addition to any other action or approval required under this Agreement, the Operating Agreement, Law, the Charter or the Bylaws, the written approval of the applicable Consenting Equityholder(s) (as defined below) will be required for the following actions (including the entry into any agreement, contract or commitment to take any such action):

     (i) any transaction (or series of related transactions) that would result in the sale or other transfer of more than the Specified Percentage of the consolidated assets of the Company and its Subsidiaries, as reflected in the most recent audited financial statements of the Company and its Subsidiaries, to any Restricted Entity of the applicable Consenting Equityholder(s), or

     (ii) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction or issuance of capital stock of the Company or any of its Subsidiaries with or to a Restricted Entity of the applicable Consenting Equityholder(s) that constitutes a Change of Control of the Company or any of its Subsidiaries.

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For purposes of this Section 2.7(c) and Section 3.6, a “Consenting Equityholder” means, at any time, each of Sprint, Intel and the Strategic Investor Group if, at the applicable time, such Equityholder (or the Strategic Investor Group, as the case may be):

     (x) owns a number of shares of Common Stock equal, in the aggregate, to at least 50% of its Original Shares, and

     (y) holds an aggregate Percentage Interest of at least 5%.

     (d) The approval of the holders of at least 75% of the outstanding Voting Securities of the Company will be required to approve (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving the Company or the LLC, (ii) any issuance of capital stock of the Company or the LLC, in either case that constitutes a Change of Control of the Company or the LLC or (iii) any sale or other disposition of all or substantially all of the assets of the Company or of the LLC.

     (e) If the Board proposes that the Company or any of its Subsidiaries take any action that requires the approval of Sprint, Intel, Eagle River, or the Strategic Investor Group (or any combination of those Equityholders) under Section 2.7, the Company will send a written notice to the Equityholders (including to the Strategic Investor Representative on behalf of the Strategic Investor Group) whose approval or waiver would be required (the “Approval Equityholders”), which notice will include a reasonably detailed description of the action proposed. If none of the Approval Equityholders delivers to the Company a written notice of objection to the taking of such action within 30 days of the notice date, then such action will be deemed approved. If any of the Approval Equityholders timely delivers a written notice of objection, then, as soon as reasonably practicable after delivery of such notice (and in any event within 30 days thereafter), the chief executive officers of the Approval Equityholders (which, at the election of the Strategic Investor Group, may include the chief executive officer of each of the Strategic Investors or the chief executive officer of the Strategic Investor Representative) and the Company will meet to discuss the proposed action (either in person or, if agreed by all the Approval Equityholders, by teleconference), and whether the action should be approved. If the chief executive officers of the Approval Equityholders and the Company unanimously determine in writing that the action should be taken, the matter will be deemed to have been approved by the Equityholders as required under Section 2.7.

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     2.8 Employee Option Pool. The Company will take all necessary action to reserve up to 80,000,000 shares of Class A Common Stock (as adjusted for Recapitalization Events) for issuance of Equity Securities and options to purchase Equity Securities to officers, directors, consultants and employees of the Company or any of its Subsidiaries under an initial Incentive Plan (including options that have been issued as of the date hereof) as soon as reasonably practicable after the consummation of the transactions contemplated by the Transaction Agreement (it being understood that any issuance of Equity Securities or options to purchase Equity Securities to officers, directors, consultants or employees of the Company or any of its Subsidiaries will require the approval of the Board or the Compensation Committee). Each Equityholder will vote all of its Equity Securities in favor of any Incentive Plan pursuant to which the Company has reserved or will reserve shares of Class A Common Stock that is submitted to a vote of the stockholders of the Company if such Incentive Plan does not provide for possible issuances of Class A Common Stock, together with possible issuances of Class A Common Stock under all other Incentive Plans then in place (excluding any Incentive Plans in effect prior to the Effective Date and assumed by the Company as part of the Merger) (in each case, as adjusted for Recapitalization Events), in excess of the amounts described in the first sentence of this Section 2.8. The Company may, from time to time thereafter, reserve additional shares of Class A Common Stock under subsequent Incentive Plans.

     2.9 Controlled Company.

     (a) The Equityholders agree and acknowledge that,

     (i) by virtue of this Agreement, they are acting as a “group” within the meaning of the NASDAQ rules, and

     (ii) by virtue of the combined Percentage Interest of the Equityholders of more than 50%, the Company qualifies as a “controlled company” within the meaning of the NASDAQ rules.

     (b) For so long as the Company qualifies as a controlled company for purposes of NASDAQ, the Company will elect to be a controlled company for purposes of NASDAQ, and will disclose in its annual meeting proxy statement that it is a controlled company and the basis for that determination. If the Company ceases to qualify as a controlled company for purposes of NASDAQ, the Equityholders and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with the NASDAQ rules as then in effect.

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     (c) If an Equityholder ceases to have the right to (i) nominate one or more Directors in accordance with Section 2.1, (ii) approve certain actions by the Company and its Subsidiaries pursuant to Section 2.7, (iii) participate as a Non-Selling Equityholder in the right of first offer pursuant to Section 3.3, (iv) preemptive rights pursuant to Section 3.5 and (v) qualify as a Consenting Equityholder pursuant to Section 2.7(c) (a “Non-Qualifying Equityholder”), the Company and the remaining Equityholders agree to use Reasonable Best Efforts to take whatever action may be reasonably necessary, including any filings under the Exchange Act, to cause such Non-Qualifying Equityholder to no longer constitute part of the “group” referred to in Section 2.9(a) above. For purposes of this Section 2.9(c), if the Non-Qualifying Equityholder is a Strategic Investor, the Strategic Investor Representative will promptly notify the Company and the remaining Equityholders if and when any Strategic Investor becomes a Non-Qualifying Equityholder.

     2.10 Certain Undertakings.

     (a) The Equityholders and the Company agree that the initial three-year business plan of the Company and the LLC will not contemplate the formation of an enterprise sales force. During the three-year period following the Effective Date, the Company and its Subsidiaries will promptly refer to Sprint any opportunities that they become aware of for the sale of Wireless Broadband Products and Services to the most recently published Fortune 1000 companies (the “Fortune 1000 Companies”); provided, that if a Fortune 1000 Company directly approaches the Company or the LLC to obtain services of the Wireless Broadband Network or other services sold by the Company or the LLC, then nothing in this Section 2.10(a) will preclude the Company or the LLC from making such sales directly so long as it also makes the referral to Sprint. Sprint and the Company will, from time to time, meet with respect to certain Fortune 1000 Companies and discuss in good faith opportunities where it may make sense for the Company or the LLC to service a particular account (e.g. regional headquarters). The Company and Sprint will each designate a contact point and use a mutually agreeable form and process for handling referrals. Sprint will appoint at least one representative to be responsible for handling the Sprint sales effort to the Fortune 1000 Companies. Sprint’s right to continue to be the primary enterprise sales force selling services on the Wireless Broadband Network to the Fortune 1000 Companies after the initial three-year period shall be subject to the mutual agreement of the Company and Sprint. Nothing in this Section 2.10(a) will preclude or affect the ability of any Person that is a party to a wholesale or MVNO agreement with the Company from marketing, promoting or selling the services of the Wireless Broadband Network to the Fortune 1000 Companies as long as such agreement is on customary, arms length terms and neither the Company nor any of its Subsidiaries owns any equity in such Person or is entitled to any revenue share or profit share on such sales, provided that no action taken by any Strategic Investor, Intel or any of their respective Affiliates shall be deemed to violate this Section 2.10(a).

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     (b) The Company will include in each of its annual Forms 10-K filed under the Exchange Act a reasonably detailed description of the provisions of the Charter and the Operating Agreement relating to limitations on fiduciary duties (including the allocation of corporate opportunities between the Founding Stockholders (as such term is defined in the Charter) and Members (as such term is defined in the Operating Agreement), on the one hand, and the Company and the LLC, on the other hand), together with a separate risk factor describing the material risks posed to the Company’s stockholders relating to such limitation on fiduciary duties, in each case, for so long as such provisions are in effect.

     (c) Determinations by the Company to take or initiate actions to enforce this Agreement against any Equityholder, as well as determinations regarding the manner in which any such actions are taken, will be made:

     (i) if there are fewer than three Independent Designees on the Board at the time any such determination is made, by the approval of a majority of the Independent Directors, including the approval of at least one of the Independent Designees; or

     (ii) if there are at least three Independent Designees on the Board at the time a decision is made, by the approval of a majority of the Independent Designees.

     2.11 Subsidiary Governance. Subject to Section 2.15, if any Person other than an officer or employee of the Company or any of its Subsidiaries is a member of the board of directors (or equivalent governing body) of any Subsidiary of the Company, then, upon the request of any Equityholder that is then entitled to nominate at least one Director (or upon the request of the Strategic Investor Representative if the Strategic Investor Group is entitled to nominate at least one Director), the board of directors (or equivalent governing body) of any or all of the Subsidiaries of the Company will be comprised of the individuals who are serving as Directors on the Board in accordance with Section 2.1 (or designees of such Directors), in which event the provisions of Section 2.1 and Section 2.3 will apply mutatis mutandis to each Subsidiary of the Company; provided that, in the case of any non-wholly-owned Subsidiaries of the Company, upon any such request, the Company will use its commercially reasonable efforts to replicate, to the extent practicable, the governance arrangements set forth in Section 2.1 and Section 2.3 with respect to any actions or decisions to be taken or made by the Company with respect to such Subsidiary.

     2.12 No Imputed Conflicts. For the avoidance of doubt, (a) the fact that any Strategic Investor is “interested” with respect to any particular transaction or other matter will not, without more, render (i) any Strategic Investor Designee that was nominated by any other Strategic Investor or (ii) any other Strategic Investor or the Strategic Investor Group as a whole “interested” with respect to such transaction or other

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matter and will not, without more, cause such other Strategic Investor Designee or any other Strategic Investor or the Strategic Investor Group as a whole to be a “related party” of the interested Strategic Investor, (b) the fact that any Equityholder is “interested” with respect to any particular transaction or other matter will not, without more, render the Independent Director, if any, nominated by such Equityholder (or the Strategic Investor Group) “interested” or a “related party” with respect to such transaction or other matter or a “related party” of the interested Equityholder and (c) the fact that any Equityholder has rights as a Non-Initiating Equityholder under Section 3.8, or exercises such rights, will not, without more, render (i) the Equityholder Designees of such Equityholder (or the Strategic Investor Group) or (ii) such Equityholder (in its capacity as a stockholder of the Company) “interested” with respect to the consideration of any proposal for a Qualifying Purchase. Notwithstanding the above, the Board may, in the exercise of its fiduciary duties and taking into account such factors as it may deem appropriate, determine that a Director that is an affiliate or employee of a Strategic Investor or Equityholder is “interested” with respect to a particular transaction or other matter in which such Strategic Investor or Equityholder is a party.

     2.13 Sprint Nextel Compliance Certificate.

     (a) If the Company or any of its Subsidiaries proposes to incur any Indebtedness or take any other action which may be subject to restriction (whether directly or indirectly, including as a result of a cross-default or cross-acceleration provision) under any Sprint Senior Debt Agreement, the Chief Executive Officer or Chief Financial Officer of the Company will notify Sprint Nextel in writing (the “Compliance Notice”). The Compliance Notice will include a brief description of the proposed Indebtedness or other action, including, as applicable, the amount of Indebtedness that will be incurred or other action taken, a description of any security being given, the proposed closing date or date such other action will be taken and any other material terms and conditions of the proposed Indebtedness or other action that are known at the time the notice is given. Except as provided in the remainder of this subsection (a), the notice will be given no later than completion of a term sheet, letter of intent, or similar pre-definitive document summary of material terms of such Indebtedness or other action. If the Company proposes to enter into a revolving line of credit (a “Revolver”), the Company will deliver a Compliance Notice with respect to the Revolver and will deliver a written notice (a “Revolver Quarterly Notice”) not more than 90 days nor less than 60 days prior to the commencement of each calendar quarter during which amounts are available to be borrowed under a Revolver indicating the Company’s good faith estimate of the total amount of draws that the Company intends to make on each outstanding Revolver during such calendar quarter. The Company will provide Sprint Nextel with drafts of definitive agreements of the Company’s proposed Indebtedness or other action as the drafts are prepared. Nothing in the immediately preceding sentence will be deemed to limit (i) the Company’s obligation to deliver a Modification Notice (as defined below) if and when appropriate or (ii) Sprint Nextel’s obligation to deliver a Compliance Certificate (as defined below) to the Company.

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     (b) Within ten days following its receipt of the Compliance Notice or a Revolver Quarterly Notice, Sprint Nextel will notify the Company in writing as to whether Sprint Nextel will be able to deliver a compliance certificate substantially in the form attached as Exhibit D (the “Compliance Certificate”) from its Chief Executive Officer or Chief Financial Officer (together with the legal opinion contemplated by Section 2.13(h)) at the closing of the funding of the proposed Indebtedness or the date such other action described in the Compliance Notice will be taken or with respect to the anticipated borrowing under the Revolver as specified in the Revolver Quarterly Notice. If Sprint Nextel notifies the Company that it will be able to deliver a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)), the decision to proceed on the proposed Indebtedness or other action will be subject to the approval of a Simple Majority of the Board (except as otherwise provided in this Agreement and the LLC Operating Agreement). If the Company elects to proceed with the proposed Indebtedness or other action on the terms set forth in the Compliance Notice, Sprint Nextel will deliver a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)) at the closing of the funding of the proposed Indebtedness or the date such other action is taken and on the first Business Day of any calendar quarter as to which a Revolver Quarterly Notice is given. If, notwithstanding the foregoing, Sprint Nextel determines due to changed circumstances (other than a Modification Notice) prior to the date on which such documents are required to be delivered that it will not be able to deliver the Compliance Certificate (or the legal opinion contemplated by Section 2.13(h)) without taking further action as contemplated by Section 2.13(d) below, Sprint Nextel will promptly notify the Company in writing; provided that delivery of that notice will not affect Sprint Nextel’s obligation to deliver the Compliance Certificate with the legal opinion contemplated by Section 2.13(h) in accordance with this Section 2.13(b). If Sprint Nextel fails to deliver a Compliance Certificate or the legal opinion contemplated by Section 2.13(h) on the date on which such documents are required to be delivered, then the Company, by majority vote of the Transactions Committee, may elect to cause Sprint and its Permitted Designees and Permitted Transferees to take any of the actions specified in Section 2.13(d) below to the extent determined by the Transactions Committee in good faith to be reasonably necessary to permit (x) the applicable proposed Indebtedness or other action to be consummated without violating, conflicting with, causing a default or event of default under or resulting in the imposition of a lien on the assets or property of the Company under, any of the covenants under the Sprint Senior Debt Agreements and (y) the delivery by Sprint Nextel of a Compliance Certificate and the rendering of the legal opinion contemplated by

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Section 2.13(h). If the Company makes such an election then Sprint promptly will take any action so directed by the Company, and the Company will use Reasonable Best Efforts to take whatever action is necessary to implement the action(s) taken by Sprint, and, if an amendment to this Agreement is reasonably requested by Sprint to implement such action(s), the Company and the remaining Equityholders will so amend this Agreement as long as they are not adversely affected by the amendment.

     (c) If, in response to the Compliance Notice or Revolver Quarterly Notice, Sprint Nextel notifies the Company that Sprint Nextel is not then able to commit to deliver a Compliance Certificate or the legal opinion contemplated by Section 2.13(h) on the date on which such documents are required to be delivered or Sprint Nextel notifies the Company that due to changed circumstances (other than a Modification Notice) prior to the date on which such documents are required to be delivered that it will not be able to deliver the Compliance Certificate and the legal opinion contemplated by Section 2.13(h) without taking further action as contemplated by Section 2.13(d) below (each as described in Section 2.13(b) above), then

     (i) the determination of the Company whether to proceed with the proposed Indebtedness or other action will be made by Company management and the Transactions Committee,

     (ii) if the Transactions Committee determines that the Company should proceed with the proposed Indebtedness or other action (and any other approvals required under this Agreement and the LLC Operating Agreement have been obtained), then notwithstanding the proposed closing date or date such other action is to be taken as set forth in the Compliance Notice, the Company may proceed with the proposed Indebtedness or other action, but will not close on the proposed Indebtedness or take such other action for at least 90 days following the date of the Compliance Notice,

     (iii) the Company will notify Sprint Nextel in writing of the new proposed closing date or date such other action is to be taken (if such date will be other than what is set forth in the Compliance Notice), and

     (iv) Sprint Nextel will take all steps necessary to be able to deliver, and subject to its rights under Section 2.13(d) will deliver, a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)) at the closing of the funding of the proposed Indebtedness or other action. If Sprint Nextel fails to deliver a Compliance Certificate (or legal opinion contemplated by Section 2.13(h)) on the proposed closing date of the funding of the proposed Indebtedness or on the date such other action is taken or on the first

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Business Day of any calendar quarter as to which a Revolver Quarterly Notice is given, then the Company, by majority vote of the Transactions Committee, may elect to cause Sprint and its Permitted Designees and Permitted Transferees to take any of the actions specified in Section 2.13(d) below to the extent determined by the Transactions Committee in good faith to be reasonably necessary to permit (x) the applicable proposed Indebtedness or other action to be consummated without violating, conflicting with, causing a default or event of default under or resulting in the imposition of a lien on the assets or property of the Company under, any of the covenants under the Sprint Senior Debt Agreements and (y) the delivery by Sprint Nextel of a Compliance Certificate and the rendering of the legal opinion contemplated by Section 2.13(h). If the Company makes such an election then Sprint and its Permitted Designees and Permitted Transferees promptly will take any action so directed by the Company and the Company will use Reasonable Best Efforts to take whatever action is necessary to implement the action(s) taken by Sprint, and, if an amendment to this Agreement is reasonably requested by Sprint to implement such action(s), the Company and the remaining Equityholders will so amend this Agreement as long as they are not adversely affected by the amendment.

     (d) In connection with its obligations under Sections 2.13(b) and (c) above, Sprint may elect to take, and cause the Company to take, or as permitted by Section 2.13(b) or (c) above, the Company may cause Sprint to take, one or more of the following actions, immediately on the written request of Sprint to the Company and the remaining Equityholders (or the Company to Sprint, if the Company is requiring the actions to be taken), and the Company will take all steps necessary to cause any of the following actions to occur (and, if an amendment to this Agreement is reasonably requested by Sprint to implement such action(s), the Company and the remaining Equityholders will so amend this Agreement as long as they are not adversely affected by the amendment) as soon as is reasonably practicable (but in any event no later than the closing of the funding of the proposed Indebtedness or other action or the first Business Day of any calendar quarter as to which a Revolver Quarterly Notice is given):

     (i) surrender to the Company, for cash consideration equal to the Par Value of the Class B Common Stock to be surrendered, any number of shares of the Class B Common Stock then held by Sprint and its Permitted Designees and Permitted Transferees, without surrender or termination of its corresponding Units,

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     (ii) surrender, for no additional consideration, any governance rights then held by Sprint, including the right to nominate one or more of the Sprint Designees and the right to nominate all or any portion of the members of any of the committees of the Company, except that

     (A) if Sprint surrenders any governance rights under this clause (ii), the written notice of Sprint (or the Company, if the Company requires the surrender) will identify the positions that will be surrendered and, if applicable, the individuals that will resign, and, in the case of an election by Sprint, the notice will be accompanied by the necessary letters of resignation,

     (B) any vacancies on the Board created by this clause (ii) will be filled by Independent Designees, and

     (C) if Sprint surrenders one or more of the Sprint Designees, and at the time of the surrender Sprint is required to nominate an Independent Director, Sprint may remove its Independent Director and Sprint will no longer be required to nominate an Independent Director, and

     (iii) surrender any other rights, or take any other actions, reasonably necessary to permit (x) the applicable proposed Indebtedness to be funded or other action to be consummated without violating, conflicting with, causing a default or event of default under or resulting in the imposition of a lien on the assets or property of the Company under, any of the covenants under the Sprint Senior Debt Agreements and (y) the delivery by Sprint Nextel of a Compliance Certificate and the rendering of the legal opinion contemplated by Section 2.13(h).

     (e) If Sprint surrenders any shares of Class B Common Stock or any of its governance rights under Section 2.13(d) above (whether in connection with a Sprint election or as required by the Company), then at any time after that election is made or requirement is imposed, Sprint may revoke its election (if applicable), and restore whatever was surrendered by Sprint, if

     (i) Sprint identifies in writing to the Company and the remaining Equityholders the right(s) it intends to have restored,

     (ii) Sprint Nextel refinances, amends, terminates or otherwise modifies the Sprint Senior Debt Agreements such that

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     (A) the Indebtedness then in place (or then proposed to be put in place) or other actions taken or to be taken would no longer violate, conflict with, cause a default or event of default under or result in the imposition of a lien on the assets or property of the Company or its Subsidiaries under, any of the covenants under the Sprint Senior Debt Agreements as then in effect, and

     (B) Sprint Nextel would be able to deliver a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)) with respect to the Indebtedness then in place (or then proposed to be put in place) or other actions taken or to be taken,

in each case, regardless of whether Sprint holds the additional Class B Common Stock or retains whatever other right that was surrendered and is proposed by Sprint to be restored, and

     (iii) the Chief Executive Officer or Chief Financial Officer of Sprint Nextel certifies in writing to the Company and the remaining Equityholders in form and substance reasonably acceptable to the Company and the remaining Equityholders to the facts described in clause (ii).

If Sprint and Sprint Nextel comply with their respective obligations under this Section 2.13(e), the Company will take all steps necessary to reissue the requested Class B Common Stock to Sprint (in exchange for payment by Sprint to the Company of an amount in cash equal to the aggregate Par Value for the Class B Common Stock being reissued), if applicable, and to restore whatever other rights are requested to be restored, in each case, as soon as is reasonably practicable, and, if an amendment to this Agreement is reasonably requested by Sprint to so restore any such rights, the Company and the remaining Equityholders will so amend this Agreement as long as they are not adversely affected by the amendment (beyond the restoration of such rights to Sprint). If Sprint is entitled to reinstate a Sprint Designee to the Board, Sprint may do so only upon a vacancy of one of the seats held by an Independent Designee or at a regularly scheduled meeting of stockholders at which Directors are elected. If Sprint would then be obligated to appoint an Independent Director in accordance with Section 2.1(a)(i)(A), and Sprint removed its Independent Director under subsection (d) above, any replacement Director appointed by Sprint will qualify as an Independent Director. Any election by Sprint under this Section 2.13(e) will not affect any rights or obligations of Sprint under Section 2.1(a)(i)(B), 2.1(a)(vii) or 3.8(e)(i).

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     (f) In addition to Sprint’s right to restore its rights under Section 2.13(e), if Sprint surrenders any shares of Class B Common Stock under subsection 2.13(d) above, then at any time after that election is made or the requirement is imposed, Sprint may revoke its election, if applicable, and cause the Company to re-issue to Sprint a specified number of shares of the Class B Common Stock surrendered by Sprint (which may be all or less than all of the shares surrendered, but may not exceed the number of shares surrendered), in exchange for payment by Sprint to the Company of an amount in cash equal to the aggregate Par Value of the shares to be re-issued, on written notice to the Company and the remaining Equityholders, under the following circumstances:

     (i) If the Company issues additional Voting Securities that result in a decrease in Sprint’s Percentage Interest as in effect immediately prior to the issuance of the Voting Securities, then Sprint may cause the Company re-issue to it a number of shares of Class B Common Stock (up to the number of shares surrendered by Sprint) necessary to maintain Sprint’s Percentage Interest as in effect immediately prior to the issuance of the Voting Securities.

     (ii) If Sprint proposes to sell or otherwise transfer any of its Class B Common Units, Sprint may cause the Company to re-issue a number of shares of Class B Common Stock (up to a number of shares surrendered by Sprint) equal to the number of Class B Common Units being sold or otherwise transferred by Sprint, effective as of the closing of the sale or other transfer, as long as the Class B Common Stock is Transferred by Sprint in connection with the sale or transfer of Class B Common Units.

On receipt of the written request of Sprint to restore a specified number of shares of Class B Common Stock in accordance with clause (i) or (ii) above, the Company will take all steps necessary to reissue the requested Class B Common Stock to Sprint as soon as is reasonably practicable.

     (g) If at any time prior to the closing of the funding of any proposed Indebtedness or the taking of such other action, the principal amount of the proposed Indebtedness (or other commitment) increases in any material respect, or the security package changes in any material respect, in each case from what is set forth in the applicable Compliance Notice, the Company will promptly notify Sprint in writing, including a reasonably detailed description of any such increase or change (a “Modification Notice”). Regardless of whether Sprint Nextel has agreed to provide a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)) with respect to the proposed Indebtedness or other action as originally described in the Compliance Notice, Sprint Nextel will have ten days from the date of the Modification Notice to indicate whether it will be able to provide a Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)) on the closing of the funding of the proposed Indebtedness or the date on which such other action as modified will be taken. If Sprint Nextel had previously indicated that it could deliver the Compliance Certificate (together with

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the legal opinion contemplated by Section 2.13(h)), but is no longer able to deliver the Compliance Certificate (or the legal opinion contemplated by Section 2.13(h)) as a result of the modification described in the Modification Notice, the process described in Sections 2.13(b) through (e) will be reinitiated, except that the closing of the funding of the proposed Indebtedness or other action will not occur until at least 90 days following the date of the Modification Notice. If Sprint Nextel had originally indicated that it was not able to provide the Compliance Certificate (together with the legal opinion contemplated by Section 2.13(h)), then the closing of the funding of the proposed Indebtedness or date such other action will be taken will be no earlier than 90 days after the date of the Compliance Notice or Revolver Quarterly Notice as provided in Section 2.13(c) above.

     (h) Upon each delivery of a Compliance Certificate or a certification described in Section 2.13(e)(iii), Sprint Nextel will also cause to be delivered to the Company a legal opinion of King & Spalding LLP or another law firm of nationally recognized standing to the effect that the Indebtedness or other actions that are the subject of the Compliance Certificate or certification described in Section 2.13(e)(iii) will not violate, cause a default or event of default under or cause the imposition of a lien on the assets or property of the Company or its Subsidiaries under any of the Sprint Senior Debt Agreements, which opinion shall (A) be subject to reasonable and customary assumptions, (B) be based upon reasonable and customary certificates from the Company and Sprint Nextel, (C) be in form and substance reasonably satisfactory to the Company and (D) provide that the Company and the proposed lender shall also be entitled to rely thereon. Sprint Nextel shall cause drafts of any legal opinions to be delivered pursuant to this Section 2.13(h) to be circulated to the Company within a reasonable time prior to the closing of the funding of the relevant Indebtedness or date such other actions will be taken.

     (i) If any credit agreement, indenture, guarantee or similar instrument (or series of related instruments) evidencing or governing indebtedness for money borrowed or guaranteed by Sprint Nextel or any of its Subsidiaries that does not constitute a Sprint Senior Debt Agreement (an “Other Sprint Debt Agreement”) impairs the ability of the Company or any of its Subsidiaries to incur Indebtedness or take any other action, or is alleged to do so, upon written notice of such occurrence from the Company, Sprint and Sprint Nextel will comply with the requirements of this Section 2.13 with respect to such Other Sprint Debt Agreement to the fullest extent as if such Other Sprint Debt Agreement were a Sprint Senior Debt Agreement.

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     2.14 Sprint Future Credit Agreements.

     (a) Neither Sprint Nextel nor any of its Affiliates will enter into any agreement that purports to restrict the ability of the Company and its Subsidiaries to incur Indebtedness or take any other action, except that with respect to any amendment or refinancing on or prior to December 31, 2010 of the Credit Agreement dated as of December 19, 2005, as amended, among Sprint Nextel Corporation, Nextel Communications, Inc., Sprint Capital Corporation, the banks and other financial institutions and lenders that are parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, or the Credit Agreement dated as of March 23, 2007 between Sprint Nextel Corporation and Export Development Canada, (i) Sprint Nextel will use its Reasonable Best Efforts to cause such amendment or refinanced facility to not restrict the ability of the Company or its Subsidiaries to incur Indebtedness or take any other action and (ii) in no event will Sprint Nextel enter into any agreement in connection with any such amendment or refinancing that contains restrictions (x) that are more restrictive than those contained in the Indenture dated as of October 1, 1998 among Sprint Capital Corporation, Sprint Corporation and Bank One, NA, as trustee, together with all supplements thereto or (y) that apply to the Company to a greater extent than those contained in such Indenture.

     (b) Notwithstanding the foregoing, on or prior to January 1, 2011,

     (i) Sprint Nextel will take whatever actions are necessary to permit the Company and its Subsidiaries (from and at all times on and after January 1, 2011) to incur Indebtedness and take any other action without violating any of the Sprint Senior Debt Agreements or other Sprint Nextel indebtedness for borrowed money, and

     (ii) Sprint Nextel will deliver a certification to the Company executed by Sprint’s Chief Executive Officer or Chief Financial Officer stating that neither Sprint Nextel nor any of its Affiliates are then subject to (x) any agreement that restricts or may in the future restrict the ability of the Company and its Subsidiaries to incur Indebtedness or take any other action or (y) any Sprint Senior Debt Agreement that takes the Company or any of its Subsidiaries into account in determining compliance with any financial covenants or similar requirements contained in such agreements.

     (c) Sprint Nextel will not, and will cause its Affiliates not to, enter into on or after January 1, 2011, any agreement that (x) restricts or may in the future restrict the ability of the Company and its Subsidiaries to incur Indebtedness or take any other action or (y) takes the Company or any of its Subsidiaries into account in determining compliance with any financial covenants or similar requirements contained in such agreements.

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The provisions of Sections 2.13(d) through (f) (including the right of the Company to obligate Sprint to take any of the actions described in Section 2.13(d)) will apply, mutatis mutandis, with respect to Sprint’s and Sprint Nextel’s obligations under this Section 2.14.

     2.15 Indemnified Litigation.

     (a) At such time as is reasonably determined by the Company (such determination to be made by the Transactions Committee and management of the Company) to be necessary to avoid any possible restriction or limitation on the operations of the Company and its Subsidiaries arising out of the Indemnified Litigation (as defined in the Transaction Agreement), Sprint and the Company will take, permit and authorize such actions with respect to the Company and its Subsidiaries as are reasonably requested by the Company (such determination to be made by the Transactions Committee and management of the Company) to avoid any such restriction or limitation, which may include transferring certain operations and assets of the Company and its Subsidiaries into special purpose entities with special governance provisions in accordance with Exhibit M to the Transaction Agreement, without regard to the provisions of Section 2.11. For these purposes (i) the reasonableness of any requested actions other than the actions described on Exhibit M to the Transaction Agreement will be determined taking into account the projected operations of the Company and its Subsidiaries during the three-year period following such request and (ii) any such requested actions other than actions described on Exhibit M to the Transaction Agreement will not be disproportionate in relation to the then-current and projected operations of the Company and its Subsidiaries in the territory affected by Indemnified Litigation.

     (b) Sprint Nextel will not amend any Sprint Affiliate Management Agreement, enter into any new Sprint Affiliate Management Agreement or take any other action, in each case, to extend an exclusivity provision under a Sprint Affiliate Management Agreement to (i) WiMAX products and services in any manner that could restrict the Company or (ii) the Company.

     2.16 Antitrust Matters; Compliance with Laws.

     (a) No Equityholder will nominate (or in the case of the Strategic Investor Group, direct the Strategic Investor Representative on behalf of the Strategic Investor Group to nominate) a Person as its Equityholder Designee if the participation of that Person on the Board would violate any Law, including any antitrust Law; provided that this provision will not serve as a basis for contractual

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damages against the breaching Equityholder so long as the breaching Equityholder acted in good faith in its nomination of such Equityholder Designee. Without limiting the generality of the foregoing, all Equityholders and the Company will comply with the Antitrust Guidelines attached hereto as Exhibit E (as amended, modified or supplemented from time to time, the “Antitrust Guidelines”), as and when applicable to such Equityholder.

     (b) If the nomination by an Equityholder (or in the case of the Strategic Investor Group, by the Strategic Investor Group at the direction of an Equityholder having the right to direct such nomination pursuant to the Strategic Investor Agreement) (each such Equityholder, a “Subject Equityholder”) of an officer, director or employee of the Subject Equityholder or any of its Affiliates as an Equityholder Designee would, in such Subject Equityholder’s reasonable judgment, create a substantial risk of a violation of Law (including antitrust Laws) or the Antitrust Guidelines, then, the Subject Equityholder may take (or, if applicable, direct the Strategic Investor Representative on behalf of the Strategic Investor Group to take) one or more of the following actions (in addition to all other actions that the Subject Equityholder may take hereunder or under the Strategic Investor Agreement) with respect to each Board seat which the Subject Equityholder then has the right to (or, if applicable, direct the Strategic Investor Representative on behalf of the Strategic Investor Group to) designate pursuant to Section 2.1 hereof and, to the extent applicable, the Strategic Investor Agreement:

     (i) The Subject Equityholder may (or may direct the Strategic Investor Representative on behalf of the Strategic Investor Group to) submit to the Nominating Committee for its approval (not to be unreasonably withheld, conditioned or delayed) the name of one person (a “Proposed Equityholder Designee”) who satisfies (1) the independence standards attached as Exhibit F hereto (the “Independence Standards”) and (2) the criteria described in the Antitrust Guidelines to (x) fill a vacancy created by the removal or resignation of an existing Equityholder Designee of the Subject Equityholder or the Strategic Investor Group, as applicable, pursuant to this Section 2.16 and in accordance with Section 2.1(e) hereof and Section 2.1(g) hereof or (y) stand for election at the next annual meeting of the stockholders of the Company as an Equityholder Designee of the Subject Equityholder or the Strategic Investor Group, as applicable, in each case in lieu of its existing Equityholder Designee. During the 30-day period following the submission of the Proposed Equityholder Designee’s name to the Nominating Committee, the Nominating Committee shall be afforded an opportunity to conduct a reasonable inquiry of the Proposed Equityholder Designee. Unless the Nominating Committee declines to approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Equityholder Designee by delivering a written

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notice thereof to the Subject Equityholder or, in the case of a nomination submitted by the Strategic Investor Representative, to the Strategic Investor Representative, within such 30-day period, (A) the Proposed Equityholder Designee shall be deemed approved by the Nominating Committee and (B) the Subject Equityholder or the Strategic Investor Representative on behalf of the Strategic Investor Group, as applicable, shall have the right to submit such person for election at the next annual meeting of the stockholders as its Equityholder Designee in accordance with Section 2.1(b) or to the other Equityholders to fill a vacancy on the Board in accordance with Section 2.1(e). If the Nominating Committee, however, delivers the written notice declining to approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Equityholder Designee within such 30-day period, the Subject Equityholder or the Strategic Investor Representative on behalf of the Strategic Investor Group, as the case may be, shall be permitted (but not obligated) to, and in any event within 30 days, submit the name of a new Proposed Equityholder Designee that meets the criteria set forth in the Independence Standards and the Antitrust Guidelines, and the process described in this Section 2.16(b)(i) will continue until a Proposed Equityholder Designee has been approved by the Nominating Committee.

     (ii) The Subject Equityholder may (or, in the case of the Strategic Investor Group, the Subject Equityholder may direct the Strategic Investor Representative on behalf of the Strategic Investor Group to) designate, either (1) in lieu of filling a Board seat with an Equityholder Designee or (2) in addition to filling a Board seat with an Equityholder Designee approved and designated to the Board in accordance with Section 2.16(b)(i) hereof, one person who is an officer of the Parent of the Subject Equityholder or any of such Parent’s principal Subsidiaries with a title of Senior Vice President (or equivalent) or higher that will have Observer Rights subject to the Observer Restrictions.

     (c) If the Subject Equityholder elects to exercise (or, if applicable, direct the Strategic Investor Group to exercise) its rights under Section 2.16(b) hereof (it being understood that a Subject Equityholder will not be obligated to exercise its rights under Section 2.16(b) hereof):

     (i) the Subject Equityholder will (or, if applicable, direct the Strategic Investor Representative on behalf of the Strategic Investor Group to) notify the Company and the remaining Equityholders in writing that the Subject Equityholder intends to exercise (or, if applicable, direct the Strategic Investor Group to exercise) its rights under this Section 2.16; and

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     (ii) the Subject Equityholder (or the Strategic Investor Representative on behalf of the Strategic Investor Group, if applicable) and all remaining Equityholders will take whatever steps are necessary to remove the name of the applicable proposed Equityholder Designee that has been previously submitted for nomination, or, if the applicable Equityholder Designee is then a Director, cause the removal of the applicable Director in accordance with Section 2.1(g) within the time period required by Law.

     (d) An Equityholder Designee selected by a Subject Equityholder (or by the Strategic Investor Group at the direction of a Subject Equityholder) and approved by the Nominating Committee in accordance with Section 2.16(b) hereof will not be treated as an Independent Designee for purposes of this Agreement and instead will be treated as an Equityholder Designee of the Subject Equityholder or the Strategic Investor Group, as applicable.

     (e)

     (i) Notwithstanding the other provisions of this Section 2.16, if and for so long as a Subject Equityholder is prohibited by Law from nominating any Equityholder Designees (including any Equityholder Designee that meets the Independence Standards and otherwise qualifies under the provisions of this Section 2.16),

     (A) such Subject Equityholder will no longer be required to comply with the provisions of Section 2.1(f) with respect to the approval of a number of Independent Designees determined from time to time equal to the number of Equityholder Designees that such Subject Equityholder would have been entitled, at the time of the record date for the applicable stockholders’ meeting, to nominate under this Agreement (or in the case of the Strategic Investor Group, direct the Strategic Investor Representative on behalf of the Strategic Investor Group to nominate) had there been no such legal prohibition as of such date (such number of Equityholder Designees, the “Prohibited Designees”), and

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     (B) without limiting the rights to appoint Observers that such Subject Equityholder may otherwise have under this Agreement, such Subject Equityholder may (or, in the case of the Strategic Investor Group, the Subject Equityholder may direct the Strategic Investor Representative on behalf of the Strategic Investor Group to) designate one person who will have Observer Rights subject to the Observer Restrictions with respect to Nominating Committee meetings; provided, however, that after such Observer has had a reasonable opportunity to observe the discussions of the Nominating Committee, as reasonably determined by a majority of the members of the Nominating Committee, the Nominating Committee may exclude such Observer and meet and act in executive session.

     (ii) Each party hereto agrees that a Subject Equityholder granted the right to withhold votes for Prohibited Designees under Section 2.16(e)(i)(A) shall not, and shall cause its Controlled Affiliates not to (x) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote any Voting Securities for or against any Directors or initiate any shareholder proposal for the election of any Directors, (y) form, join or in any way participate in a “group” (as that term is defined for purposes of Sections 13 and 14 of the Exchange Act of any successor provisions) with respect to the election of Directors or (z) advise, assist, encourage or direct any person to do, or to advise, assist, encourage or direct any other person to do, any of the foregoing, except, in each case, to the extent permitted by Section 2.1.

ARTICLE 3

TRANSFERS

     3.1 General Limitations on Transfer.

     (a) If any Equityholder or Non-Equityholder Transferee (as defined below) Transfers a share of Class B Common Stock (to the extent otherwise permitted by this Agreement and the Charter) without Transferring a corresponding Unit in accordance with the terms of the Operating Agreement, the share of Class B Common Stock will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of this Agreement and the Charter.

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     (b) If any Equityholder or Non-Equityholder Transferee Transfers any Units (to the extent permitted by the Operating Agreement) without Transferring a corresponding number of shares of Class B Common Stock, a number of shares of Class B Common Stock held by such Equityholder corresponding to the number of Units so Transferred will be immediately redeemed by the Company for their Par Value per share in accordance with the terms of this Agreement and the Charter.

     (c) An Equityholder may Transfer all or any portion of its shares of Class B Common Stock (together with the corresponding Units), and may permit its Transferees to Transfer all or any portion of the Class B Common Stock Transferred to them (together with the corresponding Units), as long as (and in addition to any other requirements of the Equityholder under this Agreement with respect to such Transfer):

     (i) at least ten days prior to consummating a Transfer (whether by the Equityholder or by its Transferee), the Equityholder (or the applicable Transferee) notifies the Company in writing,

     (ii) as a condition to consummating the Transfer, any Transferee that is not an Equityholder or a Permitted Designee or Permitted Transferee (a “Non-Equityholder Transferee”) executes and delivers to the Company and the Equityholders a Non-Equityholder Transferee Agreement in the form attached as Exhibit G, and

     (iii) the Transfer (whether by the Equityholder or by its Transferee) of Units corresponding to the Original Shares is made in accordance with the terms of the Operating Agreement.

     (d) Except as specifically provided in the Non-Equityholder Transferee Agreement, a Non-Equityholder Transferee will not be a party to this Agreement or have any rights or obligations hereunder (and in determining whether a matter under this Agreement that requires the approval of the holders of Class B Common Stock, voting as a separate class, has been approved, the Class B Common Stock held by a Non-Equityholder Transferee will be disregarded).

     (e) If any shares of Class B Common Stock (together with the corresponding Units) are Transferred in a Transfer that is not permitted under Section 3.1(c) above, such Transfer will be void ab initio.

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     (f) None of Sprint, the Strategic Investors, Intel or any of their respective Affiliates will Transfer (other than (x) to a Permitted Transferee pursuant to Section 3.2 or (y) in the case of Intel only, in a Transfer of Existing Intel Shares), whether directly or indirectly, all or any portion of its Equity Securities (or the Units that correspond to its Equity Securities) to a single person or group (as those terms are defined below) in a transaction or a series of related transactions that would result in the Transferee person or group (other than any of Sprint, the Strategic Investors or Intel or their respective Permitted Transferees or Permitted Designees) together with its or their Permitted Transferees or Permitted Designees having a Percentage Interest immediately after the proposed Transfer equal to or greater than the Specified Percentage, unless the following occurs:

     (i) The provisions of Sections 3.3 and 3.6 have been complied with in full.

     (ii) As a condition to consummating the Transfer,

     (A) the Transferee makes (or causes another Person to make) a tender offer to the holders of Class A Common Stock to purchase all shares of Class A Common Stock at a price per share equal to or greater than the price per share that the Transferee proposes to pay for the Equity Securities (including the corresponding Units) proposed to be Transferred, and

     (B) all shares of Class A Common Stock that are properly tendered and not withdrawn are purchased by the Transferee.

     (iii) If the consideration proposed to be paid for the Equity Securities (including the corresponding Units) is other than cash, then the same form of consideration is offered to the holders of Class A Common Stock.

     (iv) The tender offer described in subsection (ii) above is conducted in compliance with Law, including the rules and regulations under the Exchange Act, and is not subject to any conditions other than those contained in the agreement governing the proposed Transfer.

     (v) The agreement governing the proposed Transfer sets forth the obligation described in this Section 3.1(f) and states that the holders of Class A Common Stock are intended third party beneficiaries of the provision setting forth such obligation.

For purposes of this Section 3.1(f), “person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

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     3.2 Certain Permitted Transfers.

     (a) Subject to Section 3.1, an Equityholder may Transfer all or any portion of its Equity Securities, together with the corresponding Units, if any, to a Permitted Transferee; provided, in each case, that such Equityholder gives written notice to the Company of its intention to make a Transfer to such Transferee, stating the name and address of the Permitted Transferee, the Equityholder’s relationship to the Permitted Transferee and the type and amount of Equity Securities (and Units, if any) to be Transferred. The Company will give prompt notice of the Transfer to each other Equityholder. As a condition to such Transfer, the Equityholder will cause the Permitted Transferee to execute and deliver to the Company and each other Equityholder an Assignment and Assumption Agreement in the form attached as Exhibit H, and upon consummation of such Transfer, such Permitted Transferee will be an Equityholder and will be subject to all rights and obligations of the Transferor Equityholder under this Agreement.

     (b) Except as provided in Section 3.12, before any Permitted Transferee ceases to qualify as a Permitted Transferee of the relevant Equityholder, such Permitted Transferee will Transfer full legal and beneficial ownership of its Equity Securities (and Units, if any) to the applicable Parent or, subject to this Article 3, another Permitted Transferee of the relevant Parent. If a Transfer is not made in accordance with the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such non-qualifying Permitted Transferee will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of this Agreement and the Charter.

     (c) Except as provided in Section 3.12, before any Equityholder (if not a Parent), or any Subsidiary of a Parent that Controls such Equityholder, ceases to be a direct or indirect wholly-owned Subsidiary of its Parent, or, in the case of BHN, less than 100% of the economic and voting interests in BHN cease to be Controlled by BHN’s Parent, such Equityholder will Transfer full legal and beneficial ownership of its Equity Securities (and Units, if any) to its Parent or, subject to this Article 3, another Permitted Transferee of the relevant Parent. In the event of a breach of the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such Equityholder, will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of this Agreement and the Charter.

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     3.3 Right of First Offer.

     (a) Subject to Section 3.1, 3.11 and the remaining provisions of this Section 3.3, if an Equityholder (for purposes of this Section 3.3, a “Selling Equityholder”) desires to Transfer (other than as part of an Excluded Transfer) all or any portion of its Equity Securities (the Equity Securities proposed to be Transferred by the Selling Equityholder, the “Subject Stock”), the Selling Equityholder will notify each of the remaining Equityholders that then owns (together with the particular Equityholder’s Permitted Transferees and Permitted Designees) a number of shares of Common Stock equal to at least 50% of its Original Shares (for purposes of this Section 3.3, the “Non-Selling Equityholders”) in writing prior to entering into any agreement with respect to the proposed Transfer of the Subject Stock. That notice (the “Interest Notice”) will set forth the number of shares of Subject Stock that the Selling Equityholder desires to Transfer, the material terms of a transaction in which the Selling Equityholder is willing to engage, including a proposed Transfer price payable in cash and, if applicable, whether the Transfer is to be an Open Market Transfer.

     (b) Within 30 days of its receipt of the Interest Notice, or five Business Days in respect of a proposed Open Market Transfer, each of the Non-Selling Equityholders may notify the Selling Equityholder in writing as to whether it intends to purchase all or any portion of the Subject Stock on the terms and conditions set forth in the Interest Notice and, in respect of an Open Market Transfer, subject to Section 3.3(h) (the “Response Notice”). Any Response Notice from a Non-Selling Equityholder who wishes to exercise its right to purchase more than the number of shares of Subject Stock set forth in subsection (i) below assuming all Non-Selling Equityholders exercise their rights in full under this Section 3.3 will state the maximum number of shares of Subject Stock that it wishes to purchase. A Response Notice shall constitute a binding and irrevocable election by the Non-Selling Equityholder delivering such Response Notice to purchase the portion of the Subject Stock specified therein.

     (i) If the Response Notices of the Non-Selling Equityholders present an offer, collectively, for all but not less than all of the Subject Stock, the parties will consummate the sale of the Subject Stock at the time and in the manner set forth in Section 3.3(e) and Section 3.3(f). Unless otherwise agreed by the Non-Selling Equityholders, the right to purchase the Subject Stock will be allocated among the Non-Selling Equityholders pro rata based on their relative Percentage Interests as of the date of the Interest Notice (or, if fewer than all of the Non-Selling Equityholders elect to purchase, based on the relative Percentage Interests (as of the date of the Interest Notice) of the Non-Selling Equityholders that elect to purchase the Subject Stock in accordance with this Section 3.3).

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If there are two or more Non-Selling Equityholders that exercise their option to purchase more than their pro rata share of Subject Stock for a total number of shares of excess Subject Stock in excess of the number of available shares of Subject Stock, such excess Subject Stock shall be allocated among such Non-Selling Equityholders on a pro rata basis based on their respective Percentage Interests as of the date of the Interest Notice. All calculations under this subsection (i) will be made on an as-converted to Class A Common Stock basis (i.e., each share of Class B Common Stock, plus one Unit, will equal one share of Class A Common Stock in such calculations).

     (ii) If none of the Non-Selling Equityholders delivers a Response Notice or if the Response Notices of the Non-Selling Equityholders, collectively, present an offer for less than all of the Subject Stock, the Non-Selling Equityholders will be deemed to have declined to exercise their rights under this Section 3.3 and, subject to Section 3.1, Sections 3.3(c), 3.3(d) and 3.3(h), and Section 3.4 (if the Selling Equityholder is the Principal Equityholder), the Selling Equityholder may proceed with the proposed Transfer of such Subject Stock to the proposed Transferee based on the terms and conditions set forth in the Interest Notice.

     (c) A Selling Equityholder may Transfer Subject Stock pursuant to Section 3.3(b)(ii) to a proposed Transferee (other than a Non-Selling Equityholder) or in an Open Market Transfer only if:

     (i) the proposed Transferee is not an Affiliate of the Selling Equityholder,

     (ii) (A) in the case of any Transfer other than an Open Market Transfer, the Transfer is consummated on arm’s-length terms at a price not lower, and on other terms and conditions no less favorable, in the aggregate, to the Selling Equityholder than those set forth in the most recent Interest Notice, or (B) in the case of an Open Market Transfer, at a price greater than or equal to 95% of the price specified in the Interest Notice, and

     (iii) except in the case of an Open Market Transfer, the Selling Equityholder enters into a definitive agreement to Transfer all of the Subject Stock within 90 days of obtaining the right to do so in accordance with Section 3.3(b)(i) or (ii), as applicable, and consummates the Transfer within 180 days after entering into the definitive agreement (which 180-day period will be extended if the Transfer is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 270 days after entering into the definitive agreement).

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If the proposed Transfer does not comply with clauses (i) or (ii) above, or if the Selling Equityholder fails to enter into a definitive agreement within the 90-day period, or fails to consummate the Transfer within the 180-day period (as may be extended pursuant to clause (iii) above), the Selling Equityholder’s right to Transfer the Subject Stock under those clauses will terminate, and the Selling Equityholder will be required to initiate the process set forth in this Section 3.3 before Transferring all or any portion of its Equity Securities (other than in an Excluded Transfer).

     (d) If a Selling Equityholder Transfers Subject Stock to a proposed Transferee (other than a Non-Selling Equityholder), or in an Open Market Transfer, in accordance with this Section 3.3, the Transfer by the Selling Equityholder will be subject to the other terms and restrictions of this Agreement.

     (e) The closing of the purchase of any Subject Stock by the Non-Selling Equityholders will take place at the offices of the Company, or at another location mutually agreed by the parties to the sale, on a date mutually agreed by the parties to the sale that is no later than the latest of

     (i) the date specified in the Interest Notice as the intended date of the proposed Transfer, and

     (ii) 45 days after delivery of the applicable Response Notice or if approvals of any Governmental Authority are required, then five Business Days following the expiration of whatever period is required to obtain any necessary regulatory approvals in connection with the sale, but in no event more than 180 days after delivery of the applicable Response Notice.

     (f) At the closing of the purchase of any Subject Stock by the Non-Selling Equityholders, the Selling Equityholder will deliver

     (i) if the Subject Stock is certificated, a certificate or certificates for the Subject Stock to be sold, in each case accompanied by stock powers with signatures guaranteed and all necessary stock transfer Taxes paid and stamps affixed, if necessary, or

     (ii) if the Subject Stock is uncertificated, proper transfer instructions from the Selling Equityholder or the Selling Equityholder’s lawfully constituted attorney-in-fact, accompanied by evidence that all necessary stock transfer Taxes have been paid and evidence of compliance with appropriate procedures for transferring shares in uncertificated form,

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     (iii) in either case against receipt of the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.

     (g) Notwithstanding the foregoing, the provisions of this Section 3.3 will not apply to (an “Excluded Transfer”):

     (i) in the case of Eagle River, any Open Market Transfer,

     (ii) in the case of Intel, any Transfer or series of Transfers of the Existing Intel Shares,

     (iii) any Transfer of Equity Securities that is part of a merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving the Company, in each case, that constitutes a Change of Control of the Company and that has been approved by the Board and the stockholders of the Company as required by this Agreement and Law,

     (iv) a Spin-Off Transaction; provided, however, that following a Spin-Off Transaction, the Spin-Off Entity will be subject to each of the obligations and enjoy each of the rights of the Spinning Entity for all purposes under this Agreement,

     (v) a Transfer to a Permitted Transferee,

     (vi) any Exchange Transaction (as defined in the Operating Agreement), or

     (vii) any Transfer by a Tag-Along Equityholder pursuant to Section 3.4.

     (h) In addition to the other provisions of this Agreement, a Selling Equityholder (other than Eagle River or, with respect to Existing Intel Shares only, Intel) may Transfer Subject Stock in an Open Market Transfer only if

     (i) in the case of an Open Market Transfer that is Registered, the Transfer is made within 90 days of the delivery of the latest of the applicable Response Notices (unless, during the 90-day period, the Company has postponed the filing or effectiveness of the registration statement with respect to the Registered Open Market Transfer, in which case the 90-day period will be tolled for as long as the postponement is in effect), or

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     (ii) in the case of an Open Market Transfer that is not Registered, the Transfer is made within 30 days of the delivery of the latest of the applicable Response Notices.

     (i) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 3.3 as a group, and the Strategic Investor Group will be deemed to be a single “Non-Selling Equityholder” for purposes of calculating the number of shares of Subject Stock which the Strategic Investor Group is entitled to purchase under Section 3.3(b)(i). Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Company and the remaining Equityholders), Subject Stock to be Transferred by or to the Strategic Investor Group (whether as a Selling Equityholder or a Non-Selling Equityholder) will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

     3.4 Tag-Along Rights.

     (a) Subject to Sections 3.1, 3.3, 3.11 and the remaining provisions of this Section 3.4, if the Principal Equityholder proposes to Transfer (other than as part of (x) an Excluded Transfer described in clauses (ii), (iv), (v), (vi) or (vii) of Section 3.3(g), or (y) an Open Market Transfer), in one transaction or a series of related transactions, directly or indirectly, all or any portion of its Equity Securities, and such transaction or series of related transactions would result in the proposed Transferee and its Affiliates (collectively referred to as the “Proposed Transferee”) having a Percentage Interest immediately after the proposed Transfer equal to or greater than the Specified Percentage, the Principal Equityholder will promptly notify the other Equityholders (for purposes of this Section 3.4, the “Tag-Along Equityholders”) in writing at least 30 days before the closing of the proposed Transfer (a “Tag-Along Notice”) setting forth the number of shares of Equity Securities proposed to be Transferred (for purposes of this Section 3.4, the “Sale Securities”), the nature of the proposed Transfer, the aggregate consideration to be paid for the Sale Securities (including the type of consideration to be paid), the name and address of each Proposed Transferee, the proposed closing date of the Transfer and any other material information regarding the terms of the proposed Transfer and the Proposed Transferee.

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     (b) With respect to Sale Securities, each of the Tag-Along Equityholders will have the right, exercisable on delivery of written notice to the Principal Equityholder within 30 days after receipt of the Tag-Along Notice, to irrevocably elect to sell a portion of its Equity Securities (without regard to whether such Equity Securities are the same class as the Sale Securities), on the same terms and conditions as set forth in the Tag-Along Notice, in lieu of shares of Sale Securities. The number of Equity Securities to be substituted by each electing Tag-Along Shareholder will equal the product of the number of shares of Sale Securities, multiplied by a fraction, the numerator of which is the number of Equity Securities owned by such Tag-Along Equityholder and the denominator of which is the total number of Equity Securities owned by the Equityholders at the time the Tag-Along Notice is delivered.

All calculations under this subsection (b) will be made on an as-converted to Class A Common Stock basis (i.e., each share of Class B Common Stock, plus one Unit, will equal one share of Class A Common Stock in such calculations).

     (c) If none of the Tag-Along Equityholders makes a timely election to exercise its tag-along rights under Section 3.4(b), the Principal Equityholder may sell all, but not less than all, of the Sale Securities to the Proposed Transferee provided that such Transfer is consummated on arm’s-length terms at a price not higher and on other terms and conditions no more favorable, in the aggregate, to the Principal Equityholder than the terms and conditions set forth in the Tag-Along Notice. In addition,

     (i) any material change in the terms and conditions contained in the Tag-Along Notice (that is more favorable to the Principal Equityholder) will constitute a new proposal to Transfer for purposes of this Section 3.4; and

     (ii) definitive documents for the sale by the Principal Equityholder must be executed on or prior to the 90th day following the expiration of the Tag-Along Equityholders’ tag-along rights under this Section 3.4 and consummated within 180 days following the expiration of such tag-along rights (which 180-day period will be extended if the Transfer is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 270 days following the expiration of such tag-along rights), and if the sale is not executed within the 90-day period and consummated within the 180-day period (as may be extended for the receipt of applicable regulatory approvals), the Sale Securities will again become subject to the rights of the Tag-Along Equityholders under this Section 3.4.

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     (d) If any of the Tag-Along Equityholders elects to exercise its tag-along rights under Section 3.4(b), the number of shares of Sale Securities to be Transferred by the Principal Equityholder to the Proposed Transferee will be reduced by the applicable number of Equity Securities to be included in the Transfer by the applicable Tag-Along Equityholders, and the Transfer to the Proposed Transferee will otherwise proceed in accordance with the terms of this Section 3.4 and the Tag-Along Notice.

     (e) The closing of the sale of any Sale Securities elected to be sold by the Tag-Along Equityholders pursuant to this Section 3.4 will take place at the offices of the Company, or at another location mutually agreed by the parties to the sale, and on a date mutually agreed by the parties to the sale that is no later than the latest of

     (i) the date specified in the Tag-Along Notice as the intended date of the proposed Transfer to the Proposed Transferee,

     (ii) 90 days after delivery of the applicable Tag-Along Notice, and

     (iii) five Business Days following the expiration of whatever period is required to obtain any necessary regulatory approvals in connection with the sale.

     (f) The following will apply to any Transfer of Sale Securities (whether by the Principal Equityholder or by the Tag-Along Equityholders):

     (i) the Transfer by the Principal Equityholder (and any Tag-Along Equityholders, if applicable) will be subject to the other terms and restrictions of this Agreement, and

     (ii) any future proposed Transfer of Equity Securities other than the Sale Securities by the Principal Equityholder (and any Tag-Along Equityholders, if applicable) will remain subject to the terms and conditions of this Agreement, including this Article 3.

     (g) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 3.4 as a group, and the Strategic Investor Group will be deemed to be a single “Tag-Along Equityholder” for purposes of calculating the number of Voting Securities which the Strategic Investor Group is entitled to sell as a Tag-Along Equityholder. Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Company and the remaining Equityholders), Sale Securities to be Transferred by the Strategic Investor Group (whether as a Principal Equityholder or as a Tag-Along Equityholder) will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

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     3.5 Preemptive Rights.

     (a) Each Equityholder will have the right to purchase its Preemptive Right Pro Rata Share (as defined below) of New Securities (as defined in Section 3.5(f)) that the Company may from time to time propose to issue. An Equityholder’s “Preemptive Right Pro Rata Share” will be, at any given time, that proportion, calculated before any proposed issuance of New Securities, that the voting power represented by the Voting Securities owned by an Equityholder at that time bears to the total voting power represented by the Voting Securities issued and outstanding at that time.

     (b) Subject to Section 3.5(d)(i), if the Company proposes to issue New Securities, it will give the Equityholders a written notice (the “Notice of Issuance”) of its intention to sell New Securities, setting forth the price, the identity of the proposed purchaser(s) (if known) and the principal terms on which the Company proposes to issue the New Securities. Subject to Section 3.5(c), each Equityholder will have 30 days from the date of receipt of any Notice of Issuance (“New Securities Notice Period”) to elect to purchase a number of New Securities up to its Preemptive Right Pro Rata Share of New Securities (in each case calculated before the issuance and rounded to the nearest whole share), for the price and on the terms specified in the Notice of Issuance, by giving written notice to the Company stating the number of New Securities to be purchased.

     (c) Each holder of Class B Common Stock will have, at its option, the right to purchase the following in lieu of New Securities:

     (i) from the Company, Voting Securities that have voting rights that are the same as the voting rights in the New Securities (“Alternative Voting Securities”), and

     (ii) from the LLC, additional Units that have the economic and other rights (other than voting rights) that are the same as the economic and other rights (other than voting rights) of the New Securities (“Alternative Units”; and, together with the Alternative Voting Securities, “Alternative New Securities”),

in each case, so that the holders of Class B Common Stock are able to maintain the allocation of economic and other non-voting rights, if any, included as part of the New Securities, and voting rights, if any, included as part of the New Securities, in the same manner that economic, voting and other non-voting rights are allocated between the Class B Common Stock and the corresponding Units. The aggregate price payable

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for the new Voting Securities and new Units by the applicable Equityholders will be the price for the New Securities that is set forth in the Notice of Issuance, allocated between the Company and the LLC based on the relative value of the new Voting Securities and the new Units purchased under this Section 3.5.

     (d) If the Company proposes to issue New Securities in a Public Offering, the following will apply:

     (i) In lieu of sending a Notice of Issuance as provided in Section 3.5(b), at least ten Business Days prior to the printing of the “red herring” prospectus for the Public Offering, the Company will give written notice to the Equityholders (a “Public Offering Notice”) setting forth

     (A) the Company’s then-current estimate of the number of shares of Common Stock the Company intends to offer,

     (B) the anticipated per share range for the offering price,

     (C) any other material terms on which the Company proposes to issue the New Securities, and

     (D) the date on which the “red herring” prospectus is expected to be printed.

     (ii) At least five Business Days prior to the date referred to in Section 3.5(d)(i)(D), each Equityholder will deliver a binding notice to the Company stating whether and as to how many shares the Equityholder will elect to purchase (up to its Preemptive Right Pro Rata Share rounded to the nearest whole share). If an Equityholder fails to notify the Company by the required time, the Equityholder will be deemed to have declined to exercise its rights under this Section 3.5 with respect to that Public Offering.

     (iii) The actual purchase price for an Equityholder’s Preemptive Right Pro Rata Share of New Securities will be a per share purchase price equal to the purchase price paid for the securities issued in the Public Offering that gave rise to the rights under this Section 3.5, net of any underwriting discounts in connection with that Public Offering. In the case of a holder of Class B Common Stock, the purchase price will be allocated between the new Voting Security and the new Unit based on the relative value of the new Voting Securities and the new Units purchased under Section 3.5(c).

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     (e) The Company will have 180 days after the date of the Notice of Issuance or Public Offering Notice, as applicable, to consummate the sale of any New Securities with respect to which the Equityholders’ preemptive rights were not exercised, at or above the price and on terms not more favorable, in the aggregate, to the purchasers of the New Securities than the terms specified in the initial Notice of Issuance or Public Offering Notice, as applicable, given in connection with that sale, except that the preceding restrictions on the price and terms and conditions of any sale will not apply to sales based on the prevailing market price of Voting Securities on NASDAQ or any other public trading medium at the time that the sale of New Securities is effected.

     (f) For purposes of this Agreement, “New Securities” means any capital stock (including Common Stock) of the Company issued (or to be issued) after the Effective Date, whether now or hereafter authorized, and any rights, options, warrants or other rights to purchase or acquire capital stock, and securities of any type whatsoever that are, or may become, exchangeable or exercisable for or convertible into capital stock. The term “New Securities” does not include, and the preemptive rights described in this Section 3.5 will not be exercisable with respect to, any of the following:

     (i) securities issued to holders of Class B Common Stock in connection with the right of those holders, under the terms of the Charter and the Operating Agreement, to convert their shares of Class B Common Stock, together with the corresponding Units, into shares of Class A Common Stock;

     (ii) securities issued to officers, employees or directors of the Company in connection with a person’s employment or director arrangements with the Company under any employee benefit plan of the Company adopted by the Board, including but not limited to any Incentive Plan;

     (iii) securities issued in connection with any Recapitalization Event of the Company approved by the Board;

     (iv) securities issued in connection with the acquisition of another business entity or business segment of another entity by the Company or any Subsidiary of the Company, or in connection with the acquisition of 2.5 GHz Spectrum by the Company or any Subsidiary of the Company;

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     (v) securities issued in connection with the exercise of any right, option or warrant to acquire any security or the conversion of any security, in any case that (x) were outstanding prior to the Effective Date or (y) were issued after the Effective Date and were treated as New Securities in respect of which preemptive rights were offered pursuant to this Section 3.5;

     (vi) securities issued under Section 4.3 of the Transaction Agreement;

     (vii) securities issuable or issued to consultants, vendors, lessors or others with whom the Company conducts business (other than the Equityholders and their respective Affiliates), as long as

     (A) the securities are issued directly in a transaction approved by the Board, and

     (B) the issuance of securities is not for financing purposes;

     (viii) securities issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financing or similar transactions, as long as the securities are issued directly in a transaction approved by the Board; and

     (ix) securities issued (other than to any Equityholder or any of its Affiliates) in transactions involving technology licensing, research or development activities, the use or acquisition of strategic assets, properties or rights, or the distribution, manufacture or marketing of the Company’s products, as long as

     (A) the securities are issued directly in a transaction approved by the Board, and

     (B) the issuance of securities is not for financing purposes.

     (g) The closing of the purchases of an Equityholder’s Preemptive Right Pro Rata Share of New Securities (and Alternative New Securities, if any) under this Section 3.5 will take place at the offices of the Company:

     (i) in the case of an issuance of New Securities other than in connection with a Public Offering, on a date specified by the exercising Equityholders, which will be within 30 days after the exercise of such Equityholder’s rights under this Section 3.5, or (if later) within 10 days after the receipt of all required regulatory approvals, and

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     (ii) in the case of an issuance of New Securities in connection with a Public Offering, on the date of the Public Offering.

At the closing, the Company and the LLC will deliver, or cause to be delivered, to the purchasing Equityholder, certificates (if applicable) representing the shares of New Securities (and Alternative New Securities, if any) to be purchased by the purchasing Equityholder, in the name of the purchasing Equityholder (and Unit holder, as applicable), against payment of the purchase price therefor, as provided below; and the purchasing Equityholder will deliver to the Company and to the LLC an amount in cash by wire transfer in immediately available funds equal to the product of the applicable price per share determined

     (x) in the Notice of Issuance, in the case of an issuance of New Securities other than in connection with a Public Offering, and

     (y) under Section 3.5(d)(iii), in the case of an issuance of New Securities issued in connection with a Public Offering,

in each case, multiplied by the number of shares of New Securities or Alternative New Securities, as applicable, to be acquired by the purchasing Equityholder.

     (h) After giving a Notice of Issuance, the Company may close (prior to the expiration of the New Securities Notice Period) the sale of any portion of the New Securities that is not subject to preemptive rights under this Section 3.5, or as to which any Equityholder has affirmatively waived its rights under this Section 3.5.

     (i) The rights under this Section 3.5 will terminate with respect to an Equityholder if and when such Equityholder and its Permitted Transferees and Permitted Designees cease to own, in the aggregate, a number of shares equal to at least 50% of the Original Shares of such Equityholder.

     (j) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 3.5 as a group, and the Strategic Investor Group will be deemed to be a single “Equityholder” for purposes of calculating its Preemptive Right Pro Rata Share under Section 3.5(a). Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Company and the remaining Equityholders), New Securities (or Alternative New Securities) acquired by the Strategic Investor Group will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

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     3.6 Transfers to a Restricted Entity.

The Principal Equityholder and its Permitted Transferees and Permitted Designees will not Transfer any of their Equity Securities to:

     (a) any Strategic Investor Restricted Entity without the prior written consent of the Strategic Investor Representative (acting on behalf of the Strategic Investors), if the Strategic Investor Group is then a Consenting Equityholder,

     (b) any Intel Restricted Entity without Intel’s prior written consent, if Intel is then a Consenting Equityholder, or

     (c) any Sprint Restricted Entity without Sprint’s prior written consent, if Sprint is then a Consenting Equityholder;

in each case, if:

     (x) such Transfer would constitute a Change of Control of the Company or any of its Subsidiaries, or

     (y) after giving effect to such Transfer, the applicable Restricted Entity would have a Percentage Interest in excess of the Specified Percentage, or would have the contractual right to acquire Equity Securities (or Units) that would give the Restricted Entity, in the aggregate, a Percentage Interest in excess of the Specified Percentage immediately after the acquisition of those Equity Securities or Units, as applicable.

     3.7 Standstill Agreement.

     (a) Notwithstanding any other provision of this Agreement, but subject to Section 3.11, at any time before the end of the Standstill Period, none of the Standstill Equityholders will in any manner, directly or indirectly (whether through an agent, representative or otherwise),

     (i) effect (whether publicly or otherwise), participate in, provide or guarantee financing for any third parties in

     (A) any direct or indirect acquisition of any Common Stock (or beneficial ownership of Common Stock) or any option or other right to acquire any Common Stock except (w) by Sprint in accordance with Section 2.13(e) or 2.13(f) or by any Standstill Equityholder in accordance with Section 4.3 of the Transaction Agreement, (x) by means of a conversion of Units as provided in the Operating Agreement and the Charter; (y) in a transaction expressly permitted under, and executed in accordance with, Article 3 of this Agreement; or (z) pursuant to a Recapitalization Event; or

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     (B) any direct or indirect acquisition of any of the assets of the Company, other than acquisitions of assets

     (I) in the ordinary course of business, or

     (II) with a value of no more than $10 million in the aggregate,

or of any businesses of the Company, or any option or other right to acquire any of the foregoing (including from a third party), or

     (C) any tender or exchange offer, merger or other business combination involving the Company or any Subsidiary of the Company;

     (ii) form, join or in any way participate in a “group” (as that term is defined for purposes of Sections 13 and 14 of the Exchange Act or any successor provisions) with respect to any of the actions referred to in clause (i) above; or

     (iii) solicit, negotiate with or enter into any agreement with any third party with respect to any of the foregoing or make any public announcement of its intention or desire to do so.

     (b) The provisions of Section 3.7(a) will not apply to an acquisition of Common Stock by a Standstill Equityholder

     (i) if that Standstill Equityholder acquires (x) a Parent or (y) any other Person that holds Common Stock as part of the acquisition of an operating business, so long as in the case of clause (y) the Standstill Equityholder causes the Person to divest itself of the Common Stock within 180 days following the consummation of such acquisition transaction,

     (ii) subject to Section 3.8, if that Standstill Equityholder has offered to purchase 100% of the outstanding Common Stock not owned by such Equityholder, and the offer

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     (A) has been approved by a Simple Majority of the Board (excluding the Equityholder Designees of the applicable Standstill Equityholder) and

     (B) is subsequently accepted or approved by a majority of the voting power represented by the Voting Securities of the Company (excluding the Voting Securities of the Standstill Equityholder and its Permitted Transferees and Permitted Designees), either by the tendering of Voting Securities or by an affirmative vote at a meeting of the stockholders called to approve the transaction (a “Qualifying Purchase”),

     (iii) if

     (A) the acquisition of Common Stock is in response to a bona fide offer by a stockholder to sell its Common Stock to the Standstill Equityholder in a private sale that would otherwise be prohibited by Section 3.7(a),

     (B) both

     (I) a Simple Majority of the Board (excluding the Equityholder Designees of the applicable Standstill Equityholder), and

     (II) each of Sprint, Intel and the Strategic Investor Representative (on behalf of the Strategic Investor Group)

have agreed to release the applicable Standstill Equityholder from its obligations under Section 3.7(a) with respect to such acquisition, and

     (C) each other Equityholder that then has preemptive rights under Section 3.5 has been offered the opportunity to participate in such transaction on a pro rata basis in accordance with its Percentage Interest (relative to the Percentage Interests of those Equityholders that elect to participate in such transaction), or

     (iv) as provided in Section 3.7(c).

     (c) If the Company issues Non-Preemptive Rights Securities (as defined below), the following will apply:

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     (i) Notwithstanding the provisions of Section 3.7(a), each of the Standstill Equityholders will have the right to acquire, in the open market, the number of shares of Common Stock necessary to cause the Percentage Interest of that Standstill Equityholder to equal (to the nearest whole share) what it would be if the Non-Preemptive Rights Securities had not been issued (as adjusted for Recapitalization Events). Any acquisition or Transfer of Equity Securities by a Standstill Equityholder after the date of the applicable issuance of Non-Preemptive Rights Securities (other than in connection with a Recapitalization Event), whether under this Agreement or otherwise, will not affect the number of shares of Common Stock that a Standstill Equityholder is permitted to acquire in accordance with this Section 3.7(c).

     (ii) On each March 31st, June 30th, September 30th and December 31st during the term of this Agreement, the Company will notify the Standstill Equityholders in writing of any issuances of Non-Preemptive Rights Securities that have occurred since the date of the most recently delivered notice under this Section 3.7(c)(ii).

     (iii) If the Company issues Non-Preemptive Rights Securities, a Standstill Equityholder will be deemed to have a Percentage Interest for all purposes under this Agreement, for a period of 30 days after such Standstill Equityholder has received notice from the Company of such issuance, equal to its Percentage Interest immediately prior to the issuance of such Non-Preemptive Rights Securities. At the end of such 30-day period, the Percentage Interest of such Standstill Equityholder will convert to its actual Percentage Interest.

     (iv) For purposes of this Agreement, “Non-Preemptive Rights Securities” means and includes any Equity Securities, including Equity Securities issued in respect of options, warrants, convertible securities or other rights to purchase or acquire Equity Securities, in each case, that are excluded from the definition of New Securities under Section 3.5(f) (other than those excluded under clauses (i), (iii), (v) and (vi) thereof).

     (d) For purposes of this Section 3.7,

     (i) “Standstill Period” means, with respect to any Equityholder, the period from the Effective Date until the later to occur of

     (A) the fifth anniversary of the Effective Date, and

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     (B) with respect to the restrictions on the Strategic Investors, the earliest date on which

     (I) Sprint ceases to own a number of shares of Common Stock equal to at least 50% of the Sprint Original Shares or Sprint has a Percentage Interest of less than 5%, and

     (II) Intel ceases to own a number of shares of Common Stock equal to at least 50% of the Intel Original Shares or Intel has a Percentage Interest of less than 5%;

     (C) with respect to the restrictions on Intel, the earliest date on which

     (I) Sprint ceases to own a number of shares of Common Stock equal to at least 50% of the Sprint Original Shares or Sprint has a Percentage Interest of less than 5%, and

     (II) the Strategic Investor Group ceases to own a number of shares of Common Stock equal to at least 50% of the Strategic Investor Original Shares or the Strategic Investor Group has, collectively, a Percentage Interest of less than 5%; and

     (D) with respect to the restrictions on Sprint, the date on which

     (I) the Strategic Investor Group ceases to own a number of shares of Common Stock equal to at least 50% of the Strategic Investor Original Shares or the Strategic Investor Group has, collectively, a Percentage Interest of less than 5%, and

     (II) Intel ceases to own a number of shares of Common Stock equal to at least 50% of the Intel Original Shares or Intel has a Percentage Interest of less than 5%.

     (ii) “Standstill Equityholders” means

     (A) Sprint and its Controlled Affiliates,

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     (B) each Strategic Investor and its Controlled Affiliates, and

     (C) Intel and its Controlled Affiliates.

     3.8 Joint Purchase Rights.

     (a) If Sprint, Intel or any member of the Strategic Investor Group (the “Initiating Equityholder”) desires, at any time when the Standstill Period is still in effect with respect to the applicable Initiating Equityholder, to purchase outstanding shares of Common Stock, in one transaction or a series of related transactions, whether directly or indirectly, in a Qualifying Purchase, the Initiating Equityholder will promptly notify (i) if Sprint is the Initiating Equityholder, the Strategic Investor Group and Intel, (ii) if Intel is the Initiating Equityholder, Sprint and the Strategic Investor Group or (iii) if a member of the Strategic Investor Group is the Initiating Equityholder, Intel, Sprint and the remaining members of the Strategic Investor Group (in each case, for purposes of this Section 3.8, the “Non-Initiating Equityholders”) in writing at least 30 days before commencing the process required under this Agreement to engage in a Qualifying Purchase (a “Qualifying Purchase Notice”) setting forth the nature of the proposed Qualifying Purchase, the aggregate consideration (in cash) to be paid for the outstanding shares of Common Stock proposed to be purchased (the “Qualifying Purchase Securities”), the proposed commencement and closing date of the proposed Qualifying Purchase and any other material information regarding the terms of the proposed Qualifying Purchase.

     (b) With respect to a Qualifying Purchase, the Non-Initiating Equityholders will have the right, exercisable on delivery of written notice to the Initiating Equityholder within 30 days after receipt of the Qualifying Purchase Notice, to elect irrevocably to participate with the Initiating Equityholder in the Qualifying Purchase. If any Non-Initiating Equityholder elects to participate, such Non-Initiating Equityholder will have the right to acquire a portion of the Qualifying Purchase Securities, on the same terms and conditions as set forth in the Qualifying Purchase Notice, in accordance with the relative Percentage Interests of the Initiating Equityholder and the Non-Initiating Equityholders that elect to participate in such Qualifying Purchase. If any of the Non-Initiating Equityholders declines to exercise its participation right under this Section 3.8(b), each of the other participating Non-Initiating Equityholders and the Initiating Equityholder will be entitled to acquire a portion of the Qualifying Purchase Securities in accordance with the relative Percentage Interests of the Initiating Equityholder and the participating Non-Initiating Equityholders.

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All calculations under this subsection (b) will be made on an as-converted to Class A Common Stock basis (i.e., each share of Class B Common Stock, plus one Unit, will equal one share of Class A Common Stock in such calculations).

     (c) If none of the Non-Initiating Equityholders makes a timely election to purchase the Qualifying Purchase Securities as provided in Section 3.8(b), the Initiating Equityholder may purchase the Qualifying Purchase Securities on arm’s-length terms at a price not lower, and on terms and conditions no more favorable, in the aggregate, to the Initiating Equityholder than the terms and conditions set forth in the Qualifying Purchase Notice; provided that

     (i) any material change in the terms and conditions contained in the Qualifying Purchase Notice (that is more favorable to the Initiating Equityholder) will constitute a new proposal for a Qualifying Purchase for purposes of Section 3.8(a); and

     (ii) definitive documents for a Qualifying Purchase must be executed on or prior to the 90th day following receipt of the Qualifying Purchase Notice and consummated on or prior to the 210th day following receipt of the Qualifying Purchase Notice, or, if the applicable regulatory approvals have not been received by the 210th day, within five Business Days of the receipt of any applicable regulatory approvals (but in no event more than 270 days following the receipt of the Qualifying Purchase Notice), and if not, the proposed Qualifying Purchase will again become subject to the rights and obligations under this Section 3.8.

     (d) The following will apply to any Qualifying Purchase:

     (i) the purchase by the Initiating Equityholder and the Non-Initiating Equityholders, if applicable, will be subject to the other terms and restrictions of this Agreement, and

     (ii) any future proposed Qualifying Purchase will remain subject to the terms and conditions of this Agreement, including this Article 3.

     (e) If both the Initiating Equityholder and one or more Non-Initiating Equityholders elect to participate in a Qualifying Purchase in accordance with this Section 3.8, and if the Qualifying Purchase is consummated,

     (i) subject to Section 2.1(a)(x), the number of Directors that may be nominated by each of Sprint, Intel and the Strategic Investor Group will be adjusted, either upward or downward as appropriate, so that the right of each of Sprint, Intel and the Strategic Investor Group, respectively, to nominate Directors will equal the product (rounded to the nearest whole number) obtained by multiplying 13 by a fraction, the numerator of which is the Percentage Interest then held by Sprint, Intel or the Strategic Investor Group, as the case may be, and the denominator of which is the sum of the Percentage Interests of Sprint, Intel and the Strategic Investor Group,

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     (ii) this Agreement will be deemed to be amended, and the Company and the Equityholders will take whatever action is necessary to effect such amendment as necessary or appropriate to reflect the Qualifying Purchase, including the following, in each case, to be effective as of the closing of the Qualifying Purchase:

Section 2.6(b) will be amended to add the following new clauses:

     (I) “(vi) the issuance of any Equity Securities to any Person other than an Equityholder or its Permitted Designee, or the admission of any new member to the LLC; and”; and

     (II) “(vii) any material change from WiMAX to another technology standard for the Company’s business, or any other significant technology decisions.”

     3.9 Permitted Designee.

     (a) Subject to Section 3.1, any right of an Equityholder under this Agreement to acquire additional Equity Securities may be exercised, at the option of the Equityholder, by a Permitted Designee of such Equityholder. If an Equityholder desires for a Permitted Designee to acquire Equity Securities in lieu of the Equityholder, the Equityholder will notify the Company in writing. As a condition to such acquisition, the Equityholder will cause the Permitted Designee to execute and deliver to the Company and each other Equityholder an Assignment and Assumption Agreement in the form attached as Exhibit H, and upon consummation of the acquisition of Common Stock, the Permitted Designee will be an Equityholder and will be subject to all rights and obligations of an Equityholder owning the acquired Equity Securities under this Agreement.

     (b) Except as provided in Section 3.12, before any Permitted Designee ceases to qualify as a Permitted Designee of the relevant Equityholder, it will Transfer full legal and beneficial ownership of its Equity Securities and Units (if any) to the relevant Equityholder or, subject to this Section 3.9, another Permitted Designee of the Equityholder. If such a Transfer is not made in accordance with

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the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, any shares of Class B Common Stock held by such non-qualified Permitted Designee will be immediately redeemed by the Company for their Par Value per share in accordance with the terms of this Agreement and the Charter.

     3.10 Void Transfers. Any Transfer or attempted Transfer of Equity Securities in violation of any provision of this Agreement will be void, ab initio.

     3.11 Limitations Prior to the Adjustment Date. Notwithstanding anything in this Article 3 to the contrary, prior to the Adjustment Date:

     (a) the Equityholders (other than Eagle River) will not, and will cause their Controlled Affiliates not to, in any manner, directly or indirectly (through an agent, representative, or otherwise), Transfer, or enter into any Hedging Transactions with respect to, any Equity Securities (or Units that correspond to Equity Securities) or convert any shares of Class B Common Stock and Class B Common Units into shares of Class A Common Stock;

     (b) none of the Equityholders will, or will permit any of its Affiliates to, in any manner, directly or indirectly (whether through an agent, representative or otherwise), acquire, publicly announce an intention to acquire, offer to acquire, or agree to acquire, by purchase, gift or otherwise, any Equity Securities (or Units that correspond to Equity Securities) or any direct or indirect interest in any Equity Securities (including any arrangement to provide the economic performance of all or any portion of such Equity Securities (including by means of any option, swap, forward or other contract or arrangement the value of which is linked in whole or in part to the value of such Equity Securities));

     (c) the Company shall not take, authorize, commit or agree to take, any of the following actions (or publicly announce any intention to do so):

     (i) issue, deliver, grant or sell, or authorize or propose the issuance, delivery, grant or sale of, any Equity Securities (or Units that correspond to Equity Securities) other than any issuance of securities described in clause (ii), (iii) or (v) of Section 3.5(f);

     (ii) repurchase, redeem or otherwise acquire any shares of any Equity Securities (or Units that correspond to Equity Securities), except for any repurchase or redemption deemed to occur upon any “cashless exercise” in connection with the issuance of any securities described in clause (ii) or (v) of Section 3.5(f); or

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     (iii) declare, set aside for payment or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any Equity Securities (or Units that correspond to Equity Securities).

     3.12 Holding Company Transfers. Notwithstanding anything to the contrary in this Agreement:

     (a) Any Transfer that is permitted under this Article 3 (other than a Holding Company Exchange under Section 7.9(h) of the Operating Agreement) may, at the option of an Equityholder that is a Securities Holding Company, be effected as a transfer by the holder of 100% of the securities of such Securities Holding Company (a “Securities Holding Company Stockholder”) of all of its securities in such Securities Holding Company (a “Holding Company Transfer”).

     (b) For the avoidance of doubt, (i) prior to effecting any Holding Company Transfer, the transferor must comply, mutatis mutandis, with the provisions of (x) Section 3.3 by offering to the Non-Selling Equityholders the opportunity to purchase directly the Equity Securities held by the Securities Holding Company that is the subject of the proposed Holding Company Transfer (as opposed to the equity securities of the Securities Holding Company) and (y) Section 3.4, and (ii) any Tag-Along Equityholder may propose that a Transfer of its Equity Securities pursuant to Section 3.4 be effected as a Holding Company Transfer of the Securities Holding Company holding such Tag-Along Equityholder’s Equity Securities, but such proposal will not be binding upon the transferee, in which case such Tag-Along Equityholder may Transfer its Equity Securities in the Tag-Along Sale. Notwithstanding Section 3.3(c)(ii), the price paid for securities of the Securities Holding Company in a transfer to a transferee (other than a Non-Selling Equityholder) will be not lower than the product of (x) the transfer price proposed to the Non-Selling Equityholders in the Interest Notice (assuming that 100% of the Securities Holding Company is being transferred) and (y) the number of shares of Subject Stock held by the Securities Holding Company. The purchase price to be received by any Tag-Along Equityholder pursuant to Section 3.4 in a Holding Company Transfer will equal the quotient of (x) the aggregate consideration received for the equity securities of the Securities Holding Company being transferred (assuming that 100% of the Securities Holding Company is being transferred) divided by (y) the number of Equity Securities held by the Securities Holding Company.

     (c) If a Holding Company Transfer is effected pursuant to this Section 3.12 in connection with a Transfer pursuant to Section 3.3(b)(i) or Section 3.4, the Securities Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the transferee and each of its Affiliates harmless against, (i) Tax of a Securities Holding Company incurred in such Holding Company

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Transfer and (ii) all liabilities of the Securities Holding Company and its Affiliates (including liabilities for Taxes not described in clause (i)) to the extent such liabilities are attributable to periods through and including the date of the Holding Company Transfer (except to the extent attributable to the period after the closing of the Holding Company Transfer), including any liability of the Securities Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Transfer.

ARTICLE 4

MISCELLANEOUS

     4.1 Parent Guaranty. On the Effective Date, each Parent has executed and delivered the Guaranty to the Company and the other Equityholders.

     4.2 Termination. Subject to the early termination of any provision (a) as a result of an amendment to this Agreement agreed to by the Company and the Equityholders as provided under Section 4.3 or (b) as provided in accordance with its terms, this Agreement will terminate with respect to each Equityholder when that Equityholder no longer owns any Equity Securities of the Company; except that Sections 3.10, 4.5, 4.7, 4.9, 4.10, 4.13, 4.15, and 4.17 through 4.20 of this Agreement will not terminate and will survive any termination of this Agreement. No such termination will relieve any party from any liability for the breach of any of the agreements set forth in this Agreement.

     4.3 Amendments and Waivers. Except as otherwise provided in this Agreement, no modification, amendment or waiver of any provision of this Agreement will be effective without the written approval of the Company, the Strategic Investor Representative (on behalf of the Strategic Investor Group) and each other Equityholder, except that any Equityholder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose. No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified in this Agreement) will operate as a waiver of that right, power or privilege, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of the right, power or privilege, or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by Law.

     4.4 Successors, Assigns and Transferees; Groups and Thresholds.

     (a) This Agreement will bind and inure to the benefit of and be enforceable by the parties to this Agreement and their respective successors (whether by merger, operation of law or otherwise) and permitted assigns.

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     (b) Whether or not so stated in the relevant provisions of this Agreement, (i) references to Sprint, Eagle River, Intel or any Strategic Investor shall be deemed to include their respective Permitted Transferees and Permitted Designees, (ii) all amounts, thresholds or similar metrics applicable to Sprint, Eagle River, Intel, any Strategic Investor or the Strategic Investor Group shall be determined or measured (x) without duplication, by reference to the relevant Person and its Permitted Transferees (excluding, in the case of a Strategic Investor, any Permitted Transferee of the kind described in clause (ii) of the definition thereof) and Permitted Designees as a group and (y) taking into account the effect of any Recapitalization Events and (iii) references to a Person or group owning a number of shares of Common Stock equal to at least a specified percentage of such Person’s or group’s Original Shares shall be deemed to refer to ownership of a number of shares of Common Stock without regard to class.

     4.5 Legend.

     (a) All certificates or book entries, as the case may be, representing the Equity Securities held by each Equityholder will bear a legend substantially in the following form:

The securities represented by this [certificate][book entry] are subject to an Equityholders’ Agreement dated as of [___], 2008 (a copy of which is on file with the Secretary of the Company). No transfer, sale, assignment, pledge, hypothecation or other disposition of the securities represented by this [certificate][book entry] may be made except in accordance with the provisions of the Equityholders’ Agreement and (a) under a registration statement effective under the Securities Act of 1933, as amended, or (b) under an exemption from registration thereunder. The holder of the securities represented by this [certificate][book entry], by acceptance of the securities, agrees to be bound by all of the provisions of the Equityholders’ Agreement.

     (b) (i) On the sale of any Equity Securities to a person other than a Permitted Transferee under an effective registration statement under the Securities Act or under Rule 144 under the Securities Act or (ii) on and after the termination of this Agreement, the certificates or book entries representing those Equity Securities will be replaced, at the expense of the Company, with certificates or book entries not bearing the applicable legends required by this Section 4.5, except that the Company may condition the replacement of certificates or book entries under clause (i) on the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

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     4.6 Notices.

     (a) All notices and other communications required or permitted under this Agreement will be in writing and will be deemed effectively given:

     (i) when personally delivered to the party to be notified;

     (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient or, if not, then on the next Business Day, as long as a copy of the notice is also sent via nationally recognized overnight courier, specifying next day delivery, with written verification of receipt;

     (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

     (iv) one Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

     (b) Any notice or other communication that is to be sent by or delivered to the Strategic Investor Group under this Agreement will be sent by or delivered to the Strategic Investor Representative. In addition, in order to facilitate the administration of this Agreement, if any of Eagle River, Sprint or Intel Transfers any of its Equity Securities to a Permitted Transferee, or causes any Equity Securities to be issued to a Permitted Designee, such Equityholder will, by notice to the Company and the other Equityholders, designate a single entity (which must be one of its Controlled Affiliates) to send and receive all notices and other communications under this Agreement that are to be sent to or delivered by such Equityholder, and to exercise all of such Equityholder’s rights hereunder.

     (c) All communications will be sent to the party’s address as set forth below or at another address that the party has furnished to each other party in writing in accordance with this provision:

If to the Company:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Vice-President Corporate Development
Facsimile No.: (425) 216-7766

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with copies (which will not constitute notice) to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: General Counsel
Facsimile No.: (425) 216-7766

Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
Attention: Joshua N. Korff
Facsimile No.: (212) 446-6460

Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Sarah English Tune
Facsimile No.: (206) 757-7161

If to Sprint or Sprint Nextel:

Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Attention: Senior Vice President Corporate Development and Spectrum
Facsimile No.: (703) 433-4406

with copies to (which will not constitute notice) to:

Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
Attention: Corporate Secretary
Facsimile No.: (913) 523-9797

King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Michael J. Egan
Facsimile No.: (404) 572-5100

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If to Eagle River:

Eagle River
2300 Carillon Point
Kirkland, WA 98033
Attention: Chief Executive Officer
Facsimile No: (425) 828-8061

If to the Strategic Investors:

To the Strategic Investor Representative c/o the relevant party at such party’s address as listed below.

If to Comcast:

Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer
Facsimile No.: (215) 286-1240

with copies (which will not constitute notice) to:

Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: General Counsel
Facsimile No.: (215) 286-7794

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: David L. Caplan
Facsimile No.: (212) 450-3800

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If to Google:

Google Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn: General Counsel
Facsimile No.: (650) 887-2421

with a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Attn: David J. Segre
Facsimile No.: (650) 493-6811

If to TWC:

c/o Time Warner Cable Inc.
One Time Warner Center
North Tower
New York, NY 10019
Attn: General Counsel
Facsimile No.: (704) 973-6201

with a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attn: Matthew W. Abbott
         Robert B. Schumer
Facsimile No.: (212) 757-3990

If to BHN:

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

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with a copy 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

If to Intel:

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 RN4-151
Santa Clara, California 95054-1549
Attention: Intel Capital Group General Counsel
Facsimile No.: (408) 653-9098

Intel Corporation
2200 Mission College Blvd., MS RN5-125
Santa Clara, California 95054-1549
Attention: Director, U.S. Tax and Trade
Facsimile No.: (408) 765-1733

with copies (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94304
Attention: Gregory T. Davidson
Facsimile No.: (650) 849-5050

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Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Paul S. Issler
Facsimile No.: (213) 229-6763

     4.7 Confidentiality.

     (a) Each Equityholder agrees that Confidential Information has been and may in the future be made available in connection with such Equityholder’s investment in the Company. Each Equityholder acknowledges and agrees that it shall not disclose any Confidential Information to any Person or use any Confidential Information, except that Confidential Information (x) may be used solely in connection with the Equityholder’s investment in the Company and the LLC and not in connection with any of its other business operations and (y) may be disclosed:

     (i) to such Equityholder’s Representatives in the normal course of the performance of their duties,

     (ii) to the extent required by Law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which an Equityholder is subject, provided that such Equityholder agrees to give the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Equityholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such Law, rule or regulation)),

     (iii) to any Person with whom such Equityholder is contemplating a financing transaction or to whom such Equityholder is contemplating a Transfer of its Equity Securities, provided that such Transfer would not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof,

     (iv) to any regulatory authority or rating agency to which such Equityholder or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information,

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     (v) to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement (including all materials of any kind, such as opinions or other tax analyses that the Company, its Affiliates or its Representatives have provided to such Equityholder relating to such tax treatment and tax structure), provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information,

     (vi) in the case of the Strategic Investor Representative or any member of the Strategic Investor Group, to any other member of the Strategic Investor Group, or

     (vii) if the prior written consent of the Board shall have been obtained.

     (b) Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any of its Subsidiaries or any Equityholder.

     (c) “Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Persons in the possession of or furnished to any Equityholder under this Agreement, provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by an Equityholder or its affiliates, directors, officers, employees, stockholders, members, partners, agents, counsel, auditors, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) was available to such Equityholder on a non-confidential basis prior to its disclosure to such Equityholder or its Representatives by the Company, (iii) becomes available to such Equityholder on a non-confidential basis from a source other than the Company after the disclosure of such information to such Equityholder or its Representatives by the Company, which source is (at the time of receipt of the relevant information) not, to the best of such Equityholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person, (iv) is independently developed by such Equityholder without violating any confidentiality agreement with, or other obligation of secrecy to, the Company or (v) is received by an Equityholder under or in connection with other commercial contracts, agreements or arrangements with the Company (which information shall be governed by the terms of those contracts, agreements or arrangements).

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     4.8 Accounting Policies. If Sprint is required at any point to consolidate with the Company and the LLC for accounting purposes, subject to Law and the fiduciary duties of the Board, the accounting policies of the Company and the LLC will be consistent with the accounting policies of Sprint as long as the policies comply with GAAP in the reasonable opinion of the Company.

     4.9 Strategic Investor Representative; Strategic Investor Agreement.

     (a) Each Strategic Investor hereby acknowledges that the Strategic Investor Representative is authorized to take all actions that are designated herein to be performed by the Strategic Investor Group, as a group, and to do or refrain from doing all further acts and things, and to execute all documents, as the Strategic Investor Representative deems necessary or appropriate in furtherance of any of the foregoing, including:

     (i) to receive and deliver all notices, communications and deliveries on behalf of the Strategic Investor Group under this Agreement;

     (ii) to provide consent, on behalf of the Strategic Investor Group, for any matter that requires the consent of the Strategic Investor Group under this Agreement; and

     (iii) to exercise any right or election on behalf of the Strategic Investor Group under this Agreement.

     (b) The Company and each Equityholder (other than the Strategic Investors) may conclusively and absolutely rely, without inquiry, on any actions of the Strategic Investor Representative authorized under this Agreement as the acts of the Strategic Investor Group in all matters referred to in this Agreement.

     (c) Each of the Strategic Investors hereby expressly acknowledges and agrees that the Strategic Investor Representative is authorized to act on behalf of the Strategic Investor Group notwithstanding any dispute or disagreement among the Strategic Investors, and that the Company and any Equityholder (other than the Strategic Investors) is entitled to rely on any and all action by the Strategic Investor Representative specifically authorized under this Agreement without liability to, or obligation to inquire of, any of the Strategic Investors. The Strategic Investor Representative may, at any time upon notice to the Company and the other Equityholders (upon which notice the Company and the other Equityholders will be entitled to rely), appoint a substitute or replacement Strategic Investor Representative.

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     (d) Without in any way limiting the rights of the Company and the Equityholders (other than the Strategic Investors), under this Section 4.9 or otherwise, to rely on any and all action by the Strategic Investor Representative pursuant to this Agreement, each Strategic Investor expressly acknowledges and agrees that the appointment of the Strategic Investor Representative pursuant to Section 4.9(a) above, and all of the rights, obligations, power and authority of the Strategic Investor under this Agreement, are subject in all respects to the Strategic Investor Agreement.

     (e) The Strategic Investor Representative will deliver to each other party hereto a copy of any amendment to the Strategic Investor Agreement with reasonable promptness following the execution of any such amendment.

     4.10 No Joint and Several Liability of the Equityholders. The Company and each Equityholder acknowledge and agree that under no circumstances will any Equityholder be held jointly or severally liable for the breach of any provision of this Agreement by any other Equityholder or the Strategic Investor Representative (it being understood that this Section 4.10 shall not otherwise limit the liability of any Equityholder for its own breaches of this Agreement); provided that, in the event of any breach of this Agreement by the Strategic Investor Representative (acting in its capacity as such), each Strategic Investor shall be severally liable for a portion of any liability, loss, cost, damage or expense (including attorneys’ fees) arising from or in connection with such breach that is equal to such Strategic Investor’s Percentage Interest divided by the aggregate Percentage Interest of the Strategic Investor Group.

     4.11 Further Assurances. At any time or from time to time after the Effective Date, the parties will cooperate with each other as may be reasonably requested, and at the request of any other party, will execute and deliver any further instruments or documents and, to the fullest extent permitted by Law, will take all further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated by this Agreement and to otherwise carry out the agreements and the intent of the parties under this Agreement.

     4.12 Entire Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement, together with the other Transaction Documents (and, as among the Strategic Investors only, the Strategic Investor Agreement), embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter of this Agreement in any way.

     4.13 Enabling Clause. The Company will cause the Charter, the Bylaws and the Operating Agreement to give effect to the terms and provisions contained in this Agreement to the extent permitted by Law. Each of the parties will vote its Voting Securities and take any other action reasonably requested by the Company or any Equityholder to amend the Charter, the Bylaws and the Operating Agreement so as to give full effect to and to avoid any conflict with the provisions of this Agreement, all to the extent permitted by Law.

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     4.14 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, will impair any right, power or remedy of any non-breaching and non-defaulting party, nor will it be construed to be a waiver of any breach, default or noncompliance, or any acquiescence in it, or of or in any similar breach, default or noncompliance later occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach, default or noncompliance under this Agreement or any waiver on that party’s part of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in that writing and to the extent permitted under this Agreement. No waiver of any default with respect to any provision, condition or requirement of this Agreement will be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof. All remedies, either under this Agreement, by Law, or otherwise afforded to any party, will be cumulative and not alternative.

     4.15 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in all respects by the laws of the State of Delaware. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each party to this Agreement irrevocably waives any right it may have had to bring an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. Each of the parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action or proceeding (including any counterclaim) in relation to this Agreement.

     4.16 Severability. When possible, each provision of this Agreement will be interpreted so as to be effective and valid under Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Law in any jurisdiction, that invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in that jurisdiction as if the invalid, illegal or unenforceable provision had never been contained in this Agreement and the parties to this Agreement will use their Reasonable Best Efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by that provision.

     4.17 Enforcement. Each party to this Agreement acknowledges that money damages would not be an adequate remedy if any of the covenants or agreements in this Agreement, including Sections 2.13 and 2.14, are not performed in accordance with its terms. If a party seeks an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction to enjoin an alleged breach and enforce specifically the terms and provisions of this Agreement, including Sections 2.13 and 2.14, the other parties will not raise the defense of an adequate remedy at law.

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     4.18 No Recourse. Except as provided in any Guaranty, neither the Company nor any Equityholder will whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Law, seek to hold liable under this Agreement or any documents or instruments delivered in connection with this Agreement, any current or future stockholder, director, officer, employee, general or limited partner or member of any Equityholder or of any Affiliate or assignee thereof. No current or future officer, agent or employee of any Equityholder or any current or future member of any Equityholder or any current or future stockholder, director, officer, employee, partner or member of any Equityholder or of any Affiliate or assignee thereof, will have any personal liability whatsoever for any obligation of any Equityholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of those obligations or their creation.

     4.19 No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Equityholders, their respective Permitted Transferees, Permitted Designees and successors (whether by merger, operation of law or otherwise) and permitted assigns, and except that any current or former director or officer of the Company may enforce Section 2.1(j), no other Person may exercise any right or enforce any obligation under this Agreement.

     4.20 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. This Agreement may be executed by facsimile or pdf signature(s).

     4.21 Interpretation. Unless the context of this Agreement otherwise clearly requires,

     (a) references to the plural include the singular, and references to the singular include the plural,

     (b) the words “include,” “includes” and “including” do not limit the preceding terms or words and will be deemed to be followed by the words “without limitation,”

     (c) the terms “day” and “days” mean and refer to calendar day(s), and

     (d) the terms “year” and “years” mean and refer to calendar year(s).

Unless otherwise set forth in this Agreement, references in this Agreement to

     (i) any document, instrument or agreement (including this Agreement)

     (A) includes and incorporates all Schedules and Exhibits,

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     (B) includes all documents, instruments or agreements issued or executed in replacement of those documents, instruments or agreements, and

     (C) means the document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and

     (D) all Article, Section and Exhibit references in this Agreement are to Articles, Sections and Exhibits of this Agreement, unless otherwise specified. This Agreement will not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if all parties had prepared it.

[Rest of page intentionally left blank]

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EXECUTION COPY

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

CLEARWIRE CORPORATION
By:	/s/ Hope Cochran
	Name:	Hope Cochran
	Title:	Vice President, Finance and Treasurer

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

SPRINT HOLDCO, LLC
By:	/s/ Keith O. Cowan
	Name:	Keith O. Cowan
	Title:	Vice President

For the limited purpose of Sections 2.13, 2.14 and 2.15 and Article 4: SPRINT NEXTEL CORPORATION
By:	/s/ Keith O. Cowan
	Name:	Keith O. Cowan
	Title:	President of Strategic Planning and Corporate Initiatives

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

EAGLE RIVER HOLDINGS, LLC
By:  Eagle River Inc., its Manager  

By:	/s/ Amit Mehta
	Name:	Amit Mehta
	Title:	Vice President

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A	INTEL CAPITAL CORPORATION
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani	Name: Arvind Sodhani
Title: President	Title: President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B	INTEL CAPITAL (CAYMAN) CORPORATION
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani	Name: Arvind Sodhani
Title: President	Title: President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C	MIDDLEFIELD VENTURES, INC.
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani Title: President	Name: Arvind Sodhani Title: President
CLEARWIRE CORPORATION
/s/ Hope Cochran
Name: Hope Cochran
Title: Vice President, Finance and Treasurer

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

COMCAST WIRELESS INVESTMENT I, INC.		COMCAST WIRELESS INVESTMENT II, INC.
By:	/s/ Robert S. Pick	By:	/s/ Robert S. Pick
	Name: Robert S. Pick		Name: Robert S. Pick
	Title: Senior Vice President		Title: Senior Vice President
COMCAST WIRELESS INVESTMENT III, INC.		COMCAST WIRELESS INVESTMENT IV, INC.
By:	/s/ Robert S. Pick	By:	/s/ Robert S. Pick
	Name: Robert S. Pick		Name: Robert S. Pick
	Title: Senior Vice President		Title: Senior Vice President
COMCAST WIRELESS INVESTMENT V, INC.
By:	/s/ Robert S. Pick
	Name: Robert S. Pick
	Title: Senior Vice President

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

GOOGLE INC.
By:	/s/ Kent Walker
	Name:	Kent Walker
	Title:	Vice President and General Counsel

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

TWC WIRELESS HOLDINGS I LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments

TWC WIRELESS HOLDINGS II LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments

TWC WIRELESS HOLDINGS III LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

BHN SPECTRUM INVESTMENTS, LLC
By:	/s/ Leo Cloutier
	Name:	Leo Cloutier
	Title:	Senior Vice President, Strategy & Development

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

COMCAST CORPORATION, as the Strategic Investor Representative
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature Page to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

EXECUTION COPY

Exhibit A

Definitions

     As used in this Agreement, the following terms have the following meanings:

     “2.5 GHz Spectrum” means any spectrum in the 2495-2690 MHz band authorized by the FCC under licenses for BRS or EBS.

     “25% Transferee” is defined in Section 2.1(a)(vii).

     “Adjustment Date” has the meaning set forth in the Transaction Agreement.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with that Person; provided that neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any Equityholder.

     “Alternative New Securities” is defined in Section 3.5(c)(ii).

     “Alternative Units” is defined in Section 3.5(c)(ii)

     “Alternative Voting Securities” is defined in Section 3.5(c)(i).

     “Ancillary Agreements” has the meaning set forth in the Transaction Agreement.

     “Antitrust Guidelines” has the meaning set forth in Section 2.16(a).

     “Approval Equityholder” is defined in Section 2.7(e).

     “Audit Committee” is defined in Section 2.3(a).

     “Available Seats” means, at any time, (i) 13 less (ii) the number of Independent Designees at such time less (iii) one, if there is then an Eagle River Designee, less (iv) the number of Equityholder Designees (excluding the Eagle River Designee), if any, that were nominated by Equityholders other than the Equityholders whose Board nomination rights are being adjusted pursuant to Section 2.1 or Section 3.8 at such time.

     “Bankruptcy” means, with respect to any Person,

     (i) to apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for that Person or any property of that Person, or make a general assignment for the benefit of creditors;

 B-1

     (ii) in the absence of an application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for that Person or for a substantial part of the property of that Person;

     (iii) to permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of that Person; or

     (iv) take any corporate or company action authorizing, or in furtherance of, any of the foregoing.

     “beneficial owner” or “beneficially own” has the meaning given in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of securities of any Person will be calculated in accordance with the provisions of that Rule, except that for purposes of determining beneficial ownership, no Person will be deemed to beneficially own any security solely as a result of that Person’s execution of this Agreement or the Operating Agreement.

     “BHN” is defined in the preamble.

     “BHN Observer” is defined in Section 2.1(a)(iv)(C).

     “BHN Original Shares” means the number of shares of Common Stock acquired by BHN on the Effective Date pursuant to Section 4.1 of the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement and (ii) for Recapitalization Events.

     “Board” means the Board of Directors of the Company.

     “BRS” means Broadband Radio Service, a radio service licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC, which can be used to provide fixed and mobile wireless services.

     “Business Day” means any day that is not a Saturday, a Sunday or other day that banks are required or authorized by Law to be closed in New York City.

     “Business Purpose of the Company” means

     (i) holding a membership interest in the LLC,

     (ii) serving as Managing Member of the LLC under the LLC Agreement,

     (iii) in its capacity as Managing Member of the LLC, causing the LLC to

     (A) develop, own and operate a Wireless Broadband Network utilizing 2.5 GHz Spectrum, and other spectrum that is used in an ancillary manner to such 2.5 GHz Spectrum, primarily within the United States,

     (B) develop, own and operate comparable networks using wireless broadband technology outside the United States as necessary to maintain the assets and operations outside the United States in existence as of the date hereof, and

     (C) market, promote and sell all types and categories of wireless communications services and associated products (whether now existing or developed and implemented in the future), including services and products that are (x) designed as products and services to be offered as the products and services of the Wireless Broadband Network or (y) bundled with or complementary to the products and services of the Wireless Broadband Network,

     (iv) engaging in such other business activities as may be approved by the Board from time to time, and

     (v) conducting activities incidental to the activities described in clauses (i) through (iv) above.

     “Bylaws” means the Bylaws of the Company as in effect on the Effective Date, as they may be amended, supplemented or otherwise modified from time to time in accordance with their terms, the terms of the Charter and the terms of this Agreement.

     “Change of Control” means, with respect to any Person, any of the following events:

     (i) the sale of more than a majority (or in the case of the Company or the LLC, the Specified Percentage) of the consolidated assets of that Person and its Subsidiaries;

     (ii) any merger, consolidation, share exchange, recapitalization, sale, issuance, disposition, transfer of capital stock or other transaction, in each case in which any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than, in the case of the Company or the LLC, Sprint, Intel, the Strategic Investors and their respective Permitted Transferees and Permitted Designees, singly or in a group) acquires beneficial ownership of more than a majority (or, in the case of the Company or the LLC, the Specified Percentage) of either

     (A) the then-outstanding shares of that Person’s common stock or equivalent securities (determined on an as-converted basis), or

     (B) the combined voting power of the then-outstanding voting securities of that Person entitled to vote generally in the election of directors; or

     (iii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; provided, however, that, in the case of the Company, a member of the Board who differs from the individual who was a member of the Board on the first day of the applicable period will be deemed to have been a member on the first day of the applicable period if such member was nominated or otherwise designated by the same Equityholder as appointed the original member in accordance with Section 2.1.

     “Charter” means the Restated Certificate of Incorporation of the Company, as in effect on the Effective Date and as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms of this Agreement.

     “Class A Common Stock” means Class A common stock, par value $0.0001 per share, of the Company, which is entitled to the voting and other rights described in the Charter.

     “Class B Common Stock” means Class B common stock, par value $0.0001 per share, of the Company, which is entitled to the voting and other rights described in the Charter.

     “Clayton Act” means The Clayton Act, 15 U.S.C. §§ 12-27.

     “Clearwire Sub LLC” is defined in the recitals.

     “Closing” has the meaning set forth in the Transaction Agreement.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Comcast” is defined in the preamble.

     “Common Stock” means any and all classes of the Company’s common stock as authorized pursuant to the Charter, including the Class A Common Stock and the Class B Common Stock.

     “Company” is defined in the preamble.

     “Compensation Committee” is defined in Section 2.3(c).

     “Compliance Certificate” is defined in Section 2.13(b).

     “Compliance Notice” is defined in Section 2.13(a).

     “Confidential Information” is defined in Section 4.7(c).

     “Consenting Equityholder” is defined in Section 2.7(c).

     “Control” (including the correlative terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “Controlled Affiliate” of an Equityholder means

     (i) each direct or indirect Subsidiary of that Equityholder and of that Equityholder’s Parent,

     (ii) any Affiliate of the Equityholder that the Equityholder (or its Parent) can directly or indirectly unilaterally cause to take or refrain from taking any of the actions required, prohibited or otherwise restricted by this Agreement; and

     (iii) such Equityholder’s Parent.

provided that neither the Company nor any of it Subsidiaries will be deemed to be a Controlled Affiliate of any Equityholder.

     “Director” means any member of the Board.

     “Eagle River” is defined in the preamble.

     “Eagle River Designee” is defined in Section 2.1(a)(ii).

     “Eagle River Observer” is defined in Section 2.1(a)(ii)(B).

     “Eagle River Original Shares” means 38,557,957 shares of Common Stock, as adjusted for Recapitalization Events.

     “EBS” means Educational Broadband Service, a fixed or mobile service, the licensees of which are educational institutions or non-profit educational organizations, and intended primarily for video, data, or voice transmissions of instructional, cultural, and other types of educational material licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC.

     “Effective Date” is defined in the preamble.

     “Equity Securities” means any and all shares of common stock of the Company and any securities issued in respect thereof, including

     (i) Common Stock,

     (ii) securities of the Company convertible into, or exchangeable for, shares of Common Stock, and options, warrants or other rights to acquire shares of Common Stock; and

     (iii) any securities issued in substitution for the securities described in clauses (i) and (ii) above in connection with any Recapitalization Event.

     “Equityholder” has the meaning set forth in the recitals; provided that, for purposes of Sections 2.1(b), 2.1(g), 2.1(h) and 2.3(d) only, the term “Equityholder”, when used in reference to a Strategic Investor, will be deemed to refer to the Strategic Investor Group.

     “Equityholder Designees” means, collectively, the Director(s), including the Investor Independent Designee, that each Equityholder is entitled to nominate pursuant to Section 2.1(a).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Excluded Transfer” is defined in Section 3.3(g).

     “Existing Intel Shares” means the shares of Class A Common Stock issued to Intel in the Merger and the shares of Class A Common Stock issuable upon the exercise of the warrant to purchase 93,333 shares of Class A Common Stock held by Intel immediately following the Effective Time of the Merger (and any securities issued with respect to such shares in all subsequent Recapitalization Events).

     “Family Member” is defined in Exhibit F.

     “GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time.

     “Google” is defined in the preamble.

     “Governmental Authority” means any (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, or other government; (iii) governmental or quasi-governmental authority of any nature; or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing power or authority of any nature.

     “Guaranty” means the Parent Agreement attached to this Agreement as Exhibit I.

     “Hedging Transactions” means engaging in short sales, zero cost collars, equity swaps, prepaid variable forward contracts, or the purchase and sale of puts and calls or other derivative securities, so long as (i) the applicable Equityholder retains beneficial ownership of the Equity Securities underlying such Hedging Transactions within the meaning of Rule 13d-3 of the Exchange Act and (ii) such Hedging Transactions are not permitted to be settled in securities, and are settled solely in cash.

     “Holding Company Transfer” is defined in Section 3.12.

     “Incentive Plan” means any equity incentive or similar plan or agreement under which the Company may issue shares of Class A Common Stock or other Equity Securities to existing and former directors, officers, employees and other Persons providing services to the Company and its Subsidiaries from time to time.

     “Indebtedness” of the Company or any of its Subsidiaries means, without duplication, (a) all obligations for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person), (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all obligations under conditional sale or other title retention agreements relating to property acquired by the Company or any of its Subsidiaries, (d) all obligations in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property owned or acquired by the Company or any of its Subsidiaries, whether or not the Indebtedness secured thereby has been assumed, (f) all guarantees by the Company or any Subsidiary of Indebtedness of others, (g) all capital lease obligations, (h) all obligations, contingent or otherwise, as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, in respect of bankers’ acceptances and (j) any other obligation, the incurrence of which is subject to restriction under any Sprint Senior Debt Agreement. However, Indebtedness does not include a draw-down on a revolving line of credit that has been the subject of a Revolver Quarterly Notice unless the Company intends to draw an amount on such line of credit in excess of the amount set forth in such Revolver Quarterly Notice.

     “Independence Standards” is defined in Section 2.16(b)(i).

     “Independent Designee” is defined in Section 2.1(a).

     “Independent Director” means an “independent director” as that term is used in the listing rules or requirements of NASDAQ or any other listing rules or requirements, if applicable, and any rules or requirements under Law.

     “Initial Independent Designee” is defined in Section 2.1(a).

     “Initiating Equityholder” is defined in Section 3.8(a).

     “Intel” is defined in the preamble.

     “Intel Agreement” has the meaning set forth in the Transaction Agreement.

     “Intel Designee” is defined in Section 2.1(a).

     “Intel Observer” is defined in Section 2.1(a)(iii)(C).

     “Intel Original Shares” means the number of shares of Common Stock acquired by Intel on the Effective Date pursuant to Section 4.1 of the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement and (ii) for Recapitalization Events.

     “Intel Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their respective Controlled Affiliates): Vodafone Group, NTT DoCoMo, Inc., AT&T Inc., Verizon Communications Inc. and Verizon Wireless.

     “Interest Notice” is defined in Section 3.3(a).

     “Investor Independent Designee” is defined in Section 2.1(a)(v).

     “Investor Securities Holding Company” means any entity (other than the Company or any of its Subsidiaries) that (i) is taxable as a corporation for U.S. federal income tax purposes, (ii) holds no material assets other than an equal number of Units and shares of Class B Common Stock, (iii) at all times since its existence has held no material assets other than assets transferred to or from the LLC (and earnings thereon) and an equal number of (A) Units and (B) either (1) shares of Class B Common Stock or (2) Voting Units (as defined in the Operating Agreement), and (iv) has conducted no business or other activities other than those related to its ownership of such Units and Class B Common Stock.

     “Law” means any applicable foreign or domestic, federal, state or local, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or requirement of any Governmental Authority or any arbitration tribunal.

     “LLC” is defined in the recitals.

     “Merger” is defined in the recitals.

     “NASDAQ” means The NASDAQ Stock Market, LLC or other stock exchange or securities market on which the Common Stock is at any time listed or quoted.

     “New Securities” is defined in Section 3.5(f).

     “New Securities Notice Period” is defined in Section 3.5(b).

     “Nominating Equityholder” is defined in Section 2.1(a)(x).

     “Non-Equityholder Transferee” is defined in Section 3.1(a).

     “Non-Initiating Equityholder” is defined in Section 3.8(a).

     “Non-Preemptive Rights Securities” is defined in Section 3.7(c)(iv).

     “Non-Qualifying Equityholder” is defined in Section 2.9(c).

     “Non-Selling Equityholder” is defined in Section 3.3(a).

     “Notice of Issuance” is defined in Section 3.5(b).

     “Observer” is defined in Section 2.1(a)(iv)(D).

     “Observer Restrictions” is defined in Section 2.1(a)(xii).

     “Observer Rights” is defined in Section 2.1(a)(xii).

     “Old Clearwire” is defined in the recitals.

     “Open Market Transfer” means a Transfer that is made in accordance with Rule 144 under the Act or in a public offering registered under the Securities Act.

     “Operating Agreement” means the Amended and Restated Operating Agreement of the LLC, dated as of the date hereof, as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms of this Agreement.

     “Original Operating Agreement” means the Operating Agreement of the LLC, dated as of May 14, 2008, 2008.

     “Original Shares” means, as applicable, any or all of the Sprint Original Shares, the Strategic Investor Original Shares, the Intel Original Shares, the Eagle River Original Shares or the BHN Original Shares.

     “Other Business Activities” means business activities of the Company that are (a) approved by the Board in accordance with Section 2.6(b)(iii) and (b) not conducted by or through the LLC or its Subsidiaries.

     “Other Sprint Debt Agreement” is defined in Section 2.13(i).

     “Par Value” means, with respect to shares of Class A Common Stock and Class B Common Stock, $0.0001 per share, as adjusted for Recapitalization Events.

     “Parent” means, with respect to Sprint, Sprint Nextel Corporation; with respect to Intel, Intel Corporation; with respect to Comcast, Comcast Corporation; with respect to Google, Google; with respect to TWC, Time Warner Cable Inc.; and with respect to BHN, Advance/Newhouse Partnership or, Bright House Networks, LLC (except that for purposes of the Guaranty to be issued pursuant to Section 4.1 hereof, it means Bright House Networks, LLC); and, in each case, any successor (whether by merger, operation of law or otherwise) thereto; provided that if any Equityholder effects a Spin-Off Transaction, following such Spin-Off Transaction the Parent of the Person owning the Equity Securities and Units that have been spun off will be deemed to be the Spin-Off Entity.

     “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 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 provided, further, that any Equity Securities issued by Clearwire 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), including those 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.

     “Permitted Designee” means, with respect to any Equityholder, any direct or indirect wholly-owned Subsidiary of the Parent of such Equityholder.

     “Permitted Transferee” means, (i) with respect to any Equityholder, the Parent of such Equityholder or a direct or indirect wholly-owned Subsidiary of the Parent of such Equityholder, (ii) in the case of any Equityholder that is a member of the Strategic Investor Group, another member of the Strategic Investor Group and (iii) in the case of Eagle River, any of the members of Eagle River. Notwithstanding the foregoing, a Permitted Transferee of the Spinning Entity or any of its direct or indirect wholly-owned Subsidiaries will not cease to qualify as a Permitted Transferee as a result of a Spin-Off Transaction for so long as such Permitted Transferee remains a direct or indirect wholly-owned Subsidiary of the Spin-Off Entity.

     “Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, government or any agency or political subdivisions thereof.

     “Preemptive Right Pro Rata Share” is defined in Section 3.5(a).

     “Principal Equityholder” means, at any given time, whichever of Sprint, the Strategic Investor Group or Intel holds the largest Percentage Interest; provided that in no event shall any Equityholder be deemed the Principal Equityholder if it (together with its Permitted Transferees and Permitted Designees) holds a Percentage Interest of less than 26%.

     “Prohibited Designees” is defined in Section 2.16(e)(i)(A).

     “Proposed Equityholder Designee” is defined in Section 2.16(b)(i).

     “Proposed Transferee” is defined in Section 3.4(a).

     “Public Offering” means an underwritten public offering of securities of the Company under an effective registration statement under the Securities Act or the sale of securities of the Company on a bought-deal basis to a broker-dealer who intends to distribute the acquired securities.

     “Public Offering Notice” is defined in Section 3.5(d)(i).

     “Qualifying Purchase” is defined in Section 3.7(b)(ii).

     “Qualifying Purchase Notice” is defined in Section 3.8(a).

     “Qualifying Purchase Securities” is defined in Section 3.8(a).

     “Reasonable Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously and as reasonably as possible.

     “Recapitalization Event” means a stock split, reverse stock split, combination, reclassification, recapitalization, stock dividend or similar transaction.

     “Registered” means a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of that registration statement.

     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, among the Company and each of the Equityholders, as amended from time to time.

     “Related Party Transaction” means any transaction between the Company or any of its Controlled Affiliates, on the one hand, and any Equityholder, any Affiliate of an Equityholder, or any director, officer, employee or “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, an Equityholder or any Affiliate of an Equityholder, on the other hand.

     “Representative” is defined in Section 4.7(c).

     “Response Notice” is defined in Section 3.3(b).

     “Restricted Aggregated Information” is defined in Exhibit E.

     “Restricted Entity” means, collectively, the Intel Restricted Entities, the Strategic Investor Restricted Entities and the Sprint Restricted Entities.

     “Restricted Market Information” is defined in Exhibit E.

     “Revolver” is defined in Section 2.13(a).

     “Revolver Quarterly Notice” is define in Section 2.13(a).

     “Sale Securities” is defined in Section 3.4(a).

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Securities Holding Company” means any Investor Securities Holding Company or a Sprint Securities Holding Company.

     “Securities Holding Company Stockholder” is defined in Section 3.12(a).

     “Selling Equityholder” is defined in Section 3.3(a).

     “Sherman Act” means The Sherman Act, 15 U.S.C. §§ 1-7.

     “Simple Majority” means a majority of the Directors (or relevant group of Directors) (i) present at a meeting that has been duly called and at which a quorum was present at the time any matter is being voted on or (ii) to the extent permissible under applicable Law, acting by written consent.

     “Specified Percentage” means a percentage equal to 50% of the Percentage Interest of Sprint as of the Adjustment Date.

     “Spinning Entity” is defined in the definition of “Spin-Off Transaction.”

     “Spin-Off Entity” is defined in the definition of “Spin-Off Transaction.”

     “Spin-Off Transaction” means any pro rata transfer by a Parent (such Parent, a “Spinning Entity”) to its stockholders in a spin-off or similar transaction of all of the capital stock of a Permitted Transferee of such Spinning Entity owning directly or indirectly all of the Equity Securities and Units beneficially owned by such Spinning Entity and its Affiliates (the “Spin-Off Entity”) that qualifies as a tax-free spin-off under Section 355(c) of the Code; provided that in order to be treated as a Spin-Off Transaction the Spin-Off Entity must,

(a) if the Parent of Sprint is the Spinning Entity, also own directly or indirectly all or substantially all of the wireless, voice and data services business conducted by Sprint and its Controlled Affiliates using CDMA technology over 1.9 GHz PCS spectrum (or successor operational or functional equivalent),

(b) if the Parent of Comcast, TWC or BHN is the Spinning Entity, also own directly or indirectly all or substantially all of its and its Controlled Affiliates’ cable division or business (or successor or operational or functional equivalent),

(c) if the Parent of Intel is the Spinning Entity, also own directly or indirectly all or substantially all of the business comprising the mobility group of Intel and its Controlled Affiliates as of the date of the Transaction Agreement (or successor or operational or functional equivalent), or

(d) if the Parent of Google is the Spinning Entity, also own directly or indirectly all or substantially all of its and its Controlled Affiliates’ search division or business (or successor or operational or functional equivalent).

     “Sprint” is defined in the preamble.

     “Sprint Adverse Change of Control” means (i) the acquisition of or beneficial ownership by a Restricted Entity, in each case on or after the date of the Transaction Agreement, of securities representing 50% or more of the votes entitled to be cast in the election of directors of Sprint or (ii) at any time prior to the later of (x) two years following the date on which Sprint files a petition for reorganization under the Bankruptcy Code and (y) the date upon which (1) an order is entered in any bankruptcy reorganization case of Sprint that confirms a plan or reorganization or liquidation or (2) Sprint files a Chapter 7 liquidation case under the Bankruptcy Code, a majority of the Sprint Designees cease to be individuals who (A) were Sprint Designees prior to such Bankruptcy, (B) are then current or former employees of Sprint or any of its Controlled Affiliates or (C) were directors of Sprint or any of its Controlled Affiliates immediately prior to the Bankruptcy.

     “Sprint Affiliate Management Agreement” means an agreement entered into between Sprint Nextel or its Affiliates and another Person for the purpose of engaging the other Person to both (i) manage portions of a CDMA mobile wireless communications network using the Person’s own network equipment and (ii) sell mobile wireless communications services as the agent of Sprint Nextel under the Sprint Nextel designated brand.

     “Sprint Contribution” is defined in the recitals.

     “Sprint Designee” is defined in Section 2.1(a).

     “Sprint Nextel” is defined in the recitals.

     “Sprint Original Shares” means the number of shares of Common Stock acquired by Sprint on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, as adjusted for Recapitalization Events.

     “Sprint Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., and Verizon Wireless.

     “Sprint Securities Holding Company” means any entity (other than the Company or any of its Subsidiaries) that (i) is taxable as a corporation for U.S. federal income tax purposes, (ii) holds no material assets other than an equal number of Units and shares of Class B Common Stock, (iii) at all times since its existence has held no material assets other than interests in Sprint, assets transferred to or from the LLC (and earnings thereon), and an equal number of Units and shares of Class B Common Stock and (iv) has conducted no business or other activities other than those related to its ownership of such Units and shares of Class B Common Stock and interests in Sprint.

     “Sprint Senior Debt Agreements” means, collectively, (i) the Credit Agreement dated as of December 19, 2005, as amended, among Sprint Nextel Corporation, Nextel Communications, Inc., Sprint Capital Corporation, the banks and other financial institutions and lenders that are parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (or any successor agreement), (ii) the Indenture dated as of October 1, 1998 among Sprint Capital Corporation, Sprint Corporation and Bank One, NA, as trustee, together with all supplements thereto (or any successor agreement), (iii) the Credit Agreement dated as of March 23, 2007 between Sprint Nextel Corporation and Export Development Canada (or any successor agreement) and (iv) any other similar instrument (or series of related instruments) evidencing or governing indebtedness for money borrowed or guarantees of Sprint Nextel or any of its Subsidiaries in an amount equal to or greater than $100,000,000 (or any successor instrument); provided that (x) any indebtedness borrowed or issued pursuant to a “base” indenture or credit agreement with multiple facilities, series or tranches shall be aggregated for purposes of this calculation, and (y) the amount of indebtedness for purposes of this calculation under any revolving facility shall be the maximum amount available to be borrowed under such facility.

     “Sprint Sub LLC” is defined in the recitals.

     “Standstill Equityholders” is defined in Section 3.7(d)(ii).

     “Standstill Period” is defined in Section 3.7(d)(i).

     “Strategic Investor” is defined in the preamble.

     “Strategic Investor Agreement” means that certain Strategic Investor Agreement entered into among the Strategic Investors as of the date hereof, as amended from time to time.

     “Strategic Investor Designee” is defined in Section 2.1(a).

     “Strategic Investor Group” means, collectively, (i) each Strategic Investor and (ii) each Permitted Transferee and Permitted Designee of a Strategic Investor.

     “Strategic Investor Observer” is defined in Section 2.1(a)(iv)(D).

     “Strategic Investor Original Shares” means the number of shares of Common Stock acquired by the Strategic Investor Group on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement, and (ii) for Recapitalization Events.

     “Strategic Investor Representative” means the representative of the Strategic Investor Group that is appointed in accordance with the terms of the Strategic Investor Agreement to take all actions designated herein to be performed by the Strategic Investor Group, as a group, in accordance with the terms set forth in the Strategic Investor Agreement. The initial Strategic Investor Representative shall be Comcast Corporation unless and until Comcast Corporation is removed or resigns in accordance with the terms of the Strategic Investor Agreement.

     “Strategic Investor Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor (whether by merger, operation of law or otherwise) to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., Verizon Wireless, DirectTV, Inc., Echostar Communications Corporation and Microsoft Corporation.

     “Subject Stock” is defined in Section 3.3(a).

     “Subject Equityholder” is defined in Section 2.16(b).

     “Subsidiary” means, with respect to any entity,

     (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such entity, either directly or indirectly, and

     (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which such entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner or managing member.

     “Tag-Along Equityholder” is defined in Section 3.4(a).

     “Tag-Along Notice” is defined in Section 3.4(a).

     “Tax” or “Taxes” means any federal, state, local, or foreign taxes, assessment, duties, fees, levies, imposts, deductions, or withholdings, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth, franchise taxes, estimated, withholding, employment, social security, workers compensation, environmental, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer, gains, or other tax or governmental charge of any nature whatsoever, imposed by any taxing authority of any country, and any liabilities with respect thereto, including any penalties, additions to tax, fines or interest thereon and includes any liability for Taxes of another person by contract, as a transferee or successor, under Regulation Section 1.1502-6 or analogous state, local or foreign Law provision or otherwise.

     “Transaction Agreement” is defined in the recitals.

     “Transaction Documents” means this Agreement, the Transaction Agreement, the Operating Agreement, the Registration Rights Agreement, the Guaranty and the Ancillary Agreements.

     “Transactions Committee” is defined in Section 2.3(d).

     “Transfer” (including the terms “Transferring” and “Transferred”) means, directly or indirectly, in one transaction or a series of related transactions, to sell, transfer, assign, or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, or similar disposition of, any Equity Securities beneficially owned by a Person or any interest in any Equity Securities beneficially owned by a Person (including any arrangement to provide another Person the economic performance of all or any portion of such Equity Securities (including by means of any option, swap, forward or other contract or arrangement the value of which is linked in whole or in part to the value of such Equity Securities)); provided that a Transfer will not include (i) any Hedging Transaction or (ii) any pledge, encumbrance or hypothecation of any Equity Securities incurred or effected in connection with a financing transaction unless and until such Equity Securities are Transferred as a result of a foreclosure or similar action, so long as the following conditions are satisfied: (x) in connection with any such pledge, encumbrance or hypothecation, the applicable Equityholder will cause the pledgee or other lienor with respect to such Equity Securities to hold such Equity Securities subject to this Agreement (including, without limitation, Section 3.3 and Section 3.4) and (y) without limiting the generality of the foregoing, in the event of a foreclosure or similar action the pledgee or other lienor will be required to comply, and will comply, in all respects with this Agreement (including, without limitation, by giving the notices and taking the other actions required of a “Selling Equityholder” under Sections 3.3 and 3.4 prior to any Transfer of such Equity Securities). For the avoidance of doubt, each party hereto agrees that a Change of Control of a Parent, or sale or transfer of other securities of a Parent, will not be deemed a Transfer of Equity Securities hereunder.

     “Transfer Entities” is defined in the recitals.

     “Transferee” means any Person to whom any Equity Securities are Transferred.

     “Transferor” means any Person that Transfers Equity Securities.

     “TWC” is defined in the preamble.

     “Unfilled Director Seat” is defined in Section 2.1(a)(x).

     “Unit” means a limited liability company unit in the LLC.

     “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.

     “WiMAX” means the IEEE 802.16e-2005 Wave 2 conforming technology standard, including future evolution thereof (as defined by the WiMAX Forum).

     “WiMAX Forum” means the industry-led, non-profit corporation formed to promote and certify compatibility and interoperability of broadband wireless products using industry standard IEEE 802.16e-2005, including future evolutions thereof.

     “Wireless Broadband Network” is defined in the recitals.

     “Wireless Broadband Products and Services” means all types and categories of wireless communications services and associated products (whether now existing or developed and implemented in the future) that are designed as products and services to be offered as the products and services of the Wireless Broadband Network.

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Exhibit B
Initial Directors and Officers of the Company

Initial Officers
Benjamin G. Wolff:	Chief Executive Officer
Barry West:	President and Chief Architect
[TBD]:	Chief Financial Officer
Perry S. Satterlee:	SVP — Chief Operating Officer
Atish Gude	SVP — Chief Marketing Officer
Broady Hodder	SVP — General Counsel
John Saw	SVP — Chief Technology Officer
Scott Richardson	SVP — Chief Strategy Officer
Initial Directors1

Name	Designee
Craig O. McCaw, Chairman	Eagle River Designee
Dan Hesse	Sprint Designee
Keith Cowan	Sprint Designee
John Stanton	Sprint Designee
Frank Ianna	Sprint Designee
Jose Collazo	Sprint Designee
Sean Maloney	Intel Designee
Dennis S. Hersch	Strategic Investor Designee

¹ Notwithstanding Section 2.1(a)(viii), Section 2.1(b) or any other provisions of this Agreement to the extent contrary or inconsistent herewith, the Parties agree that: (a) Sprint will have until January 14, 2009 to identify and nominating the remaining initial Sprint Designees to the Board; and (b) TWC (in accordance with the Strategic Investor Agreement by and among the Strategic Investors dated of even date herewith) will have until February 27, 2009 to identify and nominate the remaining initial Strategic Investor Designee to the Board and will use its Reasonable Best Efforts to identify and nominate such person prior to January 14, 2009. Each of the Parties agrees to take any actions required by Section 2.1 to cause the election to the Board of the individuals nominated pursuant to the preceding sentence.

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Exhibit C

Terms of D&O Insurance

     The Company will maintain a minimum amount of total directors and officers liability insurance of $150 million. These limits will have a minimum of $50 million dedicated to Side A personal asset protection with drop down features. Coverage terms will be no less broad than what is currently contained in the existing Clearwire directors and officers liability insurance program. Carrier credit rating should be rated at A- or better. The securities retention should be no more than $2 million.

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Exhibit D

Form of Compliance Certificate

     Pursuant to Section 2.13(b) of the Equityholders’ Agreement, dated as of                     , 2008 (the “Equityholders’ Agreement”), by and among                                         , the undersigned hereby certifies as follows:

     1. The proposed Indebtedness or other action to be taken by the Company and its Subsidiaries as set forth in the [Compliance Notice/Revolver Quarterly Notice] attached to this Certificate as Exhibit A will not violate, cause a default or event of default under, or result in the imposition of a lien on any assets or property of the Company or any of its Subsidiaries under, any of the covenants under the Sprint Senior Debt Agreements (a correct and complete list of which is attached to this Certificate as Exhibit B).

     2. All capitalized terms used in this certificate “Certificate” and not defined in this Certificate will have the meanings assigned to those terms in the Equityholders’ Agreement.

Dated                     , 20__

	SPRINT NEXTEL CORPORATION
By:
	Name:
	Title:	Chief Executive/Financial Officer

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Exhibit E

ANTITRUST COMPLIANCE GUIDELINES —
CLEARWIRE CORPORATION AND INVESTORS

A. Introduction:

1.	The Strategic Investors, Intel and Eagle River (collectively, the “Investors”) and Clearwire Corporation (formerly known as New Clearwire Corporation, the “Company” and, together with the Investors, the “Parties”) have agreed to collaborate to develop and build a new 4G wireless network.2 This collaboration includes: (i) substantial investments of assets and cash by Clearwire and the Investors to facilitate the construction of this network by the Company; and (ii) entry into certain MVNO Agreements pursuant to which certain Investors will resell the Company’s service to consumers. The Parties believe that this collaboration will enhance competition and consumer choice.
2.	The Parties recognize that the Company may compete at the retail level with certain of the Investors. Under these circumstances, in order to ensure compliance with applicable antitrust laws, the Parties adopt these compliance guidelines.
3.	All references to Clearwire, the Investors, or the Parties include the officers, directors, and employees of these entities and their affiliates (other than the Company).

B. Competitive Independence and Information Exchange:

1. General Principles: In connection with the Company, each Party shall operate any business that is competitive with that of the Company or the Investors in an independent and separate fashion. In particular, neither the Company nor the Investors shall share or use non-public information in a manner prohibited by the antitrust Laws, including communications with any other Party in a manner designed to facilitate or effect the coordination of competitive decision-making (such as pricing, promotional, or marketing decisions) between the two Parties in any business where the two Parties compete with each other.

² All capitalized terms in these guidelines shall have the meaning specified in the Equityholders’ Agreement dated as of November 28, 2008, as amended from time to time, to which these guidelines are attached, except that “Investors” shall have the meaning set forth in Section A.1.

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	The Parties will take all reasonable and appropriate steps necessary to ensure compliance with these basic principles. The specific guidelines set forth below in Sections B.2-4 are not meant to be exclusive or comprehensive. Where reasonable and appropriate, the Parties may take additional steps on a case-by-case basis to ensure compliance.
	Nothing herein shall prohibit the cable company Investors from marketing wireless or other services jointly with each other in areas where they do not compete.
2.	Clearwire Information:

a.

The Company (including Directors and Observers) shall not share any non-public market-specific information (“Restricted Market Information”) with any Investor that is involved in a competitive business (including any Director or Observer employed by or affiliated with such Investor). Restricted Market Information shall include but not be limited to any non-public: (i) market-specific retail pricing information, (ii) market-specific revenue, sales, and subscriber information, and (iii) market-specific marketing or sales plans or strategies, promotional plans or strategies. Nothing herein shall restrict an Investor from receiving Restricted Market Information pertaining to a geographic market where Clearwire and that Investor do not have overlapping operations, provided that such information shall be subject to the non-disclosure agreements of the Parties. In order to ensure compliance with this provision, the general counsel of the Company or his/her designee shall review all materials distributed to the Investors, including Board books and presentations in advance of distribution to Directors or Observers, and make redactions where appropriate.

b.

None of the Company, any Director, Observer or any Investor shall share any non-public competitively-sensitive information aggregated on a regional or national level concerning the Company’s retail business (“Restricted Aggregated Information”), with any officers or employees of any Investor who are directly responsible for the day-to-day operations of such Investor that are competitive with the business of the Company. Restricted Aggregated Information can otherwise be shared with the officers and employees of any such Investor that has a need to know the information in relation to the investment in the Company. Restricted Aggregated Information shall include but not be limited to non-public: (i) aggregated retail pricing information, (ii) aggregated revenue, sales, and subscriber information, and (iii) marketing or sales plans or strategies, promotional plans or strategies on a regional or national level.

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c.

No Investor shall nominate to the Board, or designate as an Observer, any officer or employee who is directly responsible for the day-to-day operations of such Investor that are competitive with the business of the Company.

d.

For purposes of clarity and avoidance of doubt, nothing in this Section B shall prohibit the Company from disclosing to or discussing with the Investors: (i) subjects that relate to the Investors’ role as the Company’s MVNO service providers, including appropriate information relating to technological and logistical matters concerning the development and construction of the Company network, network launch or roll out plans, product or network features and functionality, billing and other back office systems and historical pricing information contemplated by Schedule 7.1 and Schedule 7.2 (or any future pricing schedule) to that certain 4G MVNO Agreement among the Company and certain of the Investors; or (ii) efforts to raise additional capital by the Company.

3.	Investor Information: In connection with the Company, no Investor shall disclose to another Party to this agreement any non-public competitively sensitive information concerning any business areas where the Investor and the other Party compete (including non-public retail pricing information, marketing or sales plans or strategies, promotional plans or strategies, or other similar non-public retail, commercial information) where doing so would violate the antitrust laws. By way of example, where an Investor and another Party to this agreement do not compete to any material degree, this prohibition on Investor Information does not preclude disclosures or discussions related to jointly marketing the WiMAX services of the Company.
4.	Application to Intel, Google and Eagle River: It is understood that Intel Corporation, Google and Eagle River do not currently offer products or services that may compete with services that the Company plans to offer. In the future, Intel Corporation, Google and Eagle River may offer a service that is competitive with services offered by the Company. These guidelines will not limit the ability of Intel Corporation, Google and Eagle River to receive information concerning the Company until such time that Intel Corporation, Google and Eagle River offer for sale a service that is competitive with services offered by the Company.
5.	Application to Sprint: On the earlier to occur of (a) a final and non-appealable determination by a Governmental Authority and (b) a determination by Sprint in its sole discretion, in either case, to the effect that Sprint and the Company are separate entities capable of conspiring with each other for purposes of Section 1 of the Sherman Act, Sprint shall be deemed to be an “Investor” for purposes of these guidelines and shall comply with the provisions of these guidelines applicable to the Investors.

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6. Notwithstanding the foregoing, if, in the future, a Party and the Company are not separate entities capable of conspiring with each other for purposes of Section 1 of the Sherman Act, such Party shall not be deemed to be an “Investor” for purposes of these guidelines and shall not be required to comply with the provisions of these guidelines applicable to the Investors.

C. Clayton Act:

1.	Consistent with § 2.16(a) of the Equityholders’ Agreement, no Investor shall permit a Person to serve as its Equityholder Designee if the participation of that Person would violate any Law, including any antitrust Law.
2.	Each Investor shall monitor its own compliance with the provisions of Clayton Act § 8 and shall inform the other Parties if and when, based upon such Investor’s reasonable analysis, it exceeds the statutory de minimis exception and when service on the Board by an officer, director, or employee of that Investor is not compliant with Clayton Act § 8.
3.	In particular, no later than 15 days after an Investor’s financial statements for the prior fiscal year become publicly available, each Investor that has nominated an officer, Director, or employee to the Board shall certify that the officer’s, Director’s or employee’s service on the Board (as applicable) is consistent with the provision of Clayton Act § 8.

D. Compliance:

1.

A copy of these guidelines shall be distributed to (i) all Directors, (ii) all Section 16 officers of the Company and the general counsels of each of the Investors, (iii) all employees of the Company with responsibilities requiring them to interact with the Investors, and (iv) all employees of the Investors with responsibilities for interacting with the Company. Each recipient shall certify annually in writing that he or she has reviewed these guidelines and will comply with them. It shall be the responsibility of the Company and the Investors to maintain records of these certifications with respect to their respective directors, officers and employees.

2.

No less than one time each year, legal counsel for the Company shall review these guidelines with the Board.

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3.

The general counsel of the Company or his/her designee shall attend all meetings of the Board to ensure compliance with the antitrust laws and the terms of the parties’ agreements and these guidelines. In furtherance of these duties, the general counsel of the Company or his/her designee shall ensure that Directors and Observers are excused from those portions of Board meetings that involve the review or discussion of information that may not be shared with such Director or Observer under the antitrust laws, the terms of the Parties’ agreements or these guidelines. This guideline is not intended to limit the Board’s authority to meet in executive session, without attendance by executives of the Company.

4.

Except as specifically provided herein, nothing in these guidelines shall limit any other rights of an Investor, whether arising under the Company’s governing documents, separate agreements between the Company and that Investor, or otherwise. In the case of a conflict between these guidelines and such documents or agreements, these guidelines shall control.

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Exhibit F

Independence Standards³

               The following persons shall not be considered independent of an Equityholder⁴:

(A)	an individual who is, or at any time during the past three years was, employed by or a director of the Equityholder;
(B)	an individual who accepted or who has a Family Member who accepted any compensation from the Equityholder in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i)	compensation paid to a Family Member who is an employee (other than an executive officer) of the Equityholder; or
(ii)	benefits under a tax-qualified retirement plan, or non-discretionary compensation.

(C)

an individual who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Equityholder as an executive officer;

(D)

an individual who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Equityholder made, or from which the Equityholder received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(i)	payments arising solely from investments in the Equityholder’s securities; or
(ii)	payments under non-discretionary charitable contribution matching programs.

(E) an individual who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Equityholder serve on the compensation committee of such other entity;

3

All capitalized terms in these independence standards shall have the meaning specified in the Equityholders’ Agreement dated as of November 28, 2008, as amended from to time, to which these independence standards are attached. The independence standards may be updated upon mutual agreement of all Parties to conform to changes in the independence standards set forth in the NASDAQ rules.

4

The reference to an “Equityholder” includes any parent or subsidiary of the Equityholder. The term “parent or subsidiary” is intended to cover entities the issuer controls and consolidates with the issuer’s financial statements as filed with the Securities and Exchange Commission (but not if the issuer reflects such entity solely as an investment in its financial statements). The reference to executive officer means those officers covered in Rule 16a-1(f) under the Exchange Act. In the context of the definition of Family Member, the reference to marriage is intended to capture relationships specified in the Rule (parents, children and siblings) that arise as a result of marriage, such as “in-law” relationships.

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(F)	an individual who is, or has a Family Member who is, a current partner of the Equityholder’s outside auditor, or was a partner or employee of the Equityholder’s outside auditor who worked on the Equityholder’s audit at any time during any of the past three years; or
(G)	an individual who has a professional or personal relationship with the Equityholder or its affiliates which, in the opinion of the Nominating Committee, may interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

For purposes of this Exhibit F, “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

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EXECUTION COPY

Exhibit G

Form of Non-Equityholder Transferee Agreement

     Under the Equityholders’ Agreement, dated as of                      , 2008 (the “Equityholders’ Agreement”), by and among                       , the undersigned agrees that, having acquired Equity Securities from                        (the “Transferor”) as permitted by the terms of the Equityholders’ Agreement, the undersigned will comply with, and assumes the obligations of the Transferor under, Section 3.1 of the Equityholders’ Agreement with respect to the Transferred Equity Securities. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Equityholders’ Agreement.

Listed below is information regarding the Equity Securities:

Number and Class of Equity Securities

     IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of                           , 20___.

[NAME OF TRANSFEREE]
By:
	Name:
	Title:

Acknowledged by:

G-1

EXECUTION COPY

Exhibit H

Assignment and Assumption Agreement

     Under the Equityholders’ Agreement, dated as of                     , 2008 (the “Equityholders’ Agreement”), by and among                                         ,                      (the “Transferor”) assigns to the undersigned the rights that may be assigned under the Equityholders’ Agreement with respect to the Equity Securities being Transferred, and the undersigned agrees that, having acquired Equity Securities as permitted by the terms of the Equityholders’ Agreement, the undersigned assumes the obligations of the Transferor under the Equityholders’ Agreement with respect to the Transferred Equity Securities. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Equityholders’ Agreement.

Listed below is information regarding the Equity Securities:

Number and Class of Equity Securities

     IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of                                          , 20___.

[NAME OF TRANSFEREE]
By:
	Name:
	Title:

Acknowledged by:
By:
	Name:
	Title:

H-1

EXECUTION COPY

EXHIBIT I

FORM OF PARENT AGREEMENT

     This AGREEMENT, dated as of                                          ___, 2008 (this “Agreement”), is made by [Parent Corporation], a                                          corporation (“Guarantor”), for the benefit of [NewCo Corporation], a Delaware corporation (“NewCo”), [NewCo LLC], a Delaware limited liability company (“NewCo LLC”), [Sprint], a                                          (“Sprint”), [Eagle River Holdings, LLC], a Washington limited liability company (“Eagle River”), [Intel], a                                          (“Intel”), [Comcast], a                                          (“Comcast”), [Time Warner Cable] a                                          (“TWC”), [Google Inc.], a Delaware corporation (“Google”), and [BHN Spectrum Investments, LLC] a Delaware limited liability company (“BHN”) (together with their respective Permitted Transferees and Permitted Designees, collectively, the “Beneficiaries”).⁵

RECITALS

     [WHEREAS,                                         , [a                                            limited liability company] [a                                          corporation] and a [direct][indirect] wholly owned subsidiary of Guarantor (together with its Permitted Transferees and Permitted Designees, the “Guaranteed Party”, provided that no Securities Holding Company (as defined in the Equityholders’ Agreement) shall be a Guaranteed Party from and after the consummation of a Holding Company Transfer (as defined in the Equityholders’ Agreement) pursuant to Section 3.12 of the Equityholders’ Agreement), has entered into that certain Equityholders’ Agreement, dated as of                                          ___, 2008, by and among NewCo Corporation, [Sprint], [Eagle River Holdings, LLC], [Intel], [Comcast], [Google Inc.], [Time Warner Cable], and [BHN Spectrum Investments, LLC]⁶ (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Equityholders’ Agreement”) and that certain Amended and Restated Operating Agreement of NewCo LLC, dated as of                                          ___, 2008, by and among NewCo LLC, NewCo Corporation, [Sprint], [Intel], [Comcast], [Time Warner Cable] and [Bright House]⁷ (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Operating Agreement”, and together with the Equityholders’ Agreement, the “Guaranteed Agreements”).]⁸ Capitalized terms used but not otherwise defined herein will have the meanings given them in the Guaranteed Agreements.

5	The name of the Guaranteed Party should be removed from this list.
6	The name of the Guaranteed Party should be removed from this list.
7	The name of the Guaranteed Party should be removed from this list.
8	This is the appropriate recital for all parties other than Google. For Google, use the following:
[WHEREAS, Guarantor has entered into that certain Equityholders’ Agreement, dated as of                                          ___, 2008, by and among NewCo Corporation, [Sprint], [Intel], [Comcast], [Time Warner Cable], [BHN Spectrum Investments, LLC] and Guarantor (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Equityholders’ Agreement” or the “Guaranteed Agreement”).] In addition, “Guaranteed Agreements” should be made singular throughout.

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  NOW THEREFORE, in consideration of the premises in this Agreement and in the Guaranteed Agreements, Guarantor agrees as follows:

A G R E E M E N T

     1. Guarantee. Guarantor irrevocably and unconditionally guaranties the prompt and complete performance of any and all obligations of [the Guaranteed Party]⁹ under the Guaranteed Agreements (the “Guaranteed Obligations”). Guarantor further agrees to pay each Beneficiary for any and all out-of-pocket expenses reasonably incurred by the Beneficiary in enforcing its rights against the Guaranteed Party under this Agreement, including any and all reasonable attorneys’ costs and expenses incurred in connection therewith. To the extent that the Guaranteed Party fails to perform any of the Guaranteed Obligations on a timely basis pursuant to the terms and conditions of the Guaranteed Agreements, Guarantor will promptly cause the Guaranteed Party to perform such Guaranteed Obligations or will perform such Guaranteed Obligations.

     2. Guarantee Absolute. The guarantee under this Agreement is and will be an absolute, irrevocable and continuing guarantee of performance (and not merely of collection) of the Guaranteed Obligations, when and as such Guaranteed Obligations are to be performed, and Guarantor’s obligations and liabilities under this Agreement will not be released, reduced or discharged except by the complete performance of all Guaranteed Obligations. Guarantor further agrees that this Agreement will continue to be effective or be reinstated (if a release or discharge has occurred), as the case may be, if at any time the Guaranteed Obligations or any portion thereof will be rescinded or avoided (whether as a result of any bankruptcy or otherwise), and any prior release or discharge of this Agreement will be without effect. Guarantor hereby agrees to defer the exercise of any claims it has or may acquire against the Guaranteed Party in respect of the Guaranteed Obligations, including rights of exoneration, reimbursement and subrogation, until the Guaranteed Obligations have been completely performed.

     3. Waiver. The Guarantor expressly waives each and every defense that would otherwise operate to eliminate, impair, condition or restrict the liabilities and obligations of a guarantor or surety with respect to the Guaranteed Obligations, other than any defense that Guarantor would be entitled to raise if Guarantor were the sole primary obligor of the Guaranteed Obligations (it being understood and agreed that nothing set forth herein will be deemed to preclude the Guaranteed Party from asserting any defense that it might have with respect to the Guaranteed Obligations). Without limiting the foregoing, Guarantor hereby waives presentment, demand and protest; notice of acceptance of this Agreement; notice of the creation of any Guaranteed Obligations, of any default and of protest, dishonor, or other action taken in reliance hereon; all demands and notices of any kind in connection with this guarantee of the Guaranteed Obligations; and all diligence in collection or protection of or realization upon any of the Guaranteed Obligations. In furtherance, and not in limitation, of the foregoing, each of the Guarantor and the Guaranteed Party acknowledges and agrees that the Beneficiaries may partially or fully release the Guaranteed Party or any one or more other guarantors from liability with respect to the Guaranteed Obligations and that no action will impair, restrict, cancel or otherwise limit any of Guarantor’s liabilities and obligations under this Agreement or the rights of the Beneficiaries for performance of the Guaranteed Obligations by Guarantor.

⁹ In the agreement entered into by Google replace bracketed text with: [Guarantor’s Permitted Transferees and Permitted Designees (collectively, the “Guaranteed Party”, provided that no Securities Holding Company shall be a Guaranteed Party from and after the consummation of a Holding Company Transfer pursuant to Section 3.12 of the Equityholders’ Agreement)]

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     4. Acknowledgment. Guarantor is entering into this Agreement with the understanding that this Agreement is a material condition to the Beneficiaries entering into the Guaranteed Agreements.

     5. Duration; Termination. This Agreement will take effect upon the date first above written and will continue in full force and effect and be binding in accordance with its terms with respect to a Guarantor until the date on which no Guaranteed Party of such Guarantor has a continuing obligation under the Guaranteed Agreements. This Agreement is irrevocable.

     6. Miscellaneous.

     a. Controlling Law; Amendments. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference to its choice of law rules. This Agreement may not be amended, modified or supplemented except by written agreement of the parties.

     b. Assignment; Successors in Interest. This Agreement may not be assigned by the Guarantor without the prior written consent of each Beneficiary, which consent may be given or withheld by any Beneficiary in its sole discretion; provided that Guarantor may assign this Agreement (i) to the Spin-Off Entity of the Guaranteed Party in connection with a Spin-Off Transaction and (ii) to any Person that has acquired beneficial ownership of more than 50% of the outstanding voting securities of a Guarantor in a single transaction or a series of related transactions, as long as, immediately following such assignment, the Guaranteed Party continues to be a direct or indirect wholly owned Subsidiary of the Guarantor (or its successor). This Agreement will be binding on and will inure to the benefit of the parties and their successors and permitted assigns, and any reference to a party will also be a reference to the successors (whether by merger, operation of law or otherwise) or permitted assigns of that party. This Agreement is entered into solely for the benefit of the Beneficiaries and their respective successors and permitted assigns, and no other Person may exercise any right or enforce any obligation under this Agreement.

     c. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to the jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any prohibition or unenforceability in one jurisdiction will not invalidate or render unenforceable the provision in any other jurisdiction. If permitted by law, each party waives any provision of law that renders any provision prohibited or unenforceable in any respect.

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     d. Addresses for Notices. All notices, communications and deliveries under this Agreement will be provided as specified in Section 11.5 of the Operating Agreement.¹⁰

     e. Jurisdiction. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each party to this Agreement irrevocably waives any right it may have had to bring an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. Each of the parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action or proceeding (including any counterclaim) in relation to this Agreement.

[Signature Page Follows]

¹⁰ In the agreement entered into by Google this provision must be amended because Google is not a party to the Operating Agreement.

I-4

     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

[GUARANTOR]
By:
	Name:
	Title:

I-5

EX-4.2

Exhibit 4.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT dated as of November 28, 2008, is by and among Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”), Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River”), Comcast Wireless Investment I, Inc., a Delaware corporation (“Comcast I”), Comcast Wireless Investment II, Inc., a Delaware corporation (“Comcast II”), Comcast Wireless Investment III, Inc., a Delaware corporation (“Comcast III”), Comcast Wireless Investment IV, Inc., a Delaware corporation (“Comcast IV”), Comcast Wireless Investment V, Inc., a Delaware corporation (“Comcast V” and, together with Comcast I, Comcast II, Comcast III and Comcast IV, “Comcast”), TWC Wireless Holdings I LLC, a Delaware limited liability company (“TWC I”), TWC Wireless Holdings II LLC, a Delaware limited liability company (“TWC II”), TWC Wireless Holdings III LLC, a Delaware limited liability company (“TWC III” and, together with TWC I and TWC II, “TWC”), BHN Spectrum Investments, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel A”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel B”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel C”), Intel Capital Corporation, a Delaware corporation (“Intel Capital”), Intel Capital (Cayman) Corporation, a Cayman Islands corporation (“Intel Cayman”), Middlefield Ventures, Inc., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel” and together with Comcast, TWC, BHN, Google, Eagle River and Sprint, the “Investors”).

          WHEREAS, in connection with the consummation of the transactions contemplated by that certain Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended, by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation, Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC, a Delaware limited liability company, Google, and Intel Corporation, a Delaware corporation (the “Transaction Agreement”), the Investors will receive shares of common stock of the Company; and

          WHEREAS, the Company wishes to grant certain registration rights with respect to the shares of common stock of the Company held by the Investors, as provided further herein;

          NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

          1. Definitions. As used in this agreement:

               (i) the term “Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder;

               (ii) the term “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person whether through the ownership of voting securities or by agreement or otherwise;

               (iii) the term “Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company;

               (iv) the term “Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of the Company;

               (v) the term “Class B Common Units” means a unit designated as a Class B Common Unit under the Operating Agreement;

               (vi) the term “Clearwire” has the meaning set forth in the recitals;

               (vii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

               (viii) the term “Common Stock” means any and all classes of the Company’s common stock as authorized pursuant to the Company’s certificate of incorporation, as may be amended or restated from time to time;

               (ix) the term “Company” has the meaning set forth in the recitals;

               (x) the term “Demand Registration” means a Registration pursuant to Section 3(a);

               (xi) the term “Eagle River” has the meaning set forth in the recitals;

               (xii) the term “Equityholders’ Agreement” means that certain Equityholders’ Agreement, dated of even date herewith, by and among the Company, Sprint, Eagle River, Comcast, TWC, BHN, Google and Intel (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time);

               (xiii) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder;

               (xiv) the term “FINRA” means the Financial Industry Regulatory Authority;

               (xv) the term “Holder” means each Investor, and any Permitted Transferee, as defined in this agreement, of such Investor to whom the registration rights conferred by this agreement have been transferred in compliance with Section 12, as long as such Investor or Permitted Transferee owns Registrable Securities;

               (xvi) the term “Indemnified Party” has the meaning set forth in Section 7(d);

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               (xvii) the term “Indemnifying Party” has the meaning set forth in Section 7(d);

               (xviii) the term “Initiating Holder” means any Holder who requests the Company to Register its Registrable Securities pursuant to Sections 3(a) or 3(b) (or with respect to a Takedown, who requests the Company to effectuate a Takedown pursuant to Section 3(c));

               (xix) the term “Investors” has the meaning set forth in the recitals;

               (xx) the term “Losses” has the meaning set forth in Section 7(a);

               (xxi) the term “Maximum Offering Size” has the meaning set forth in Section 2(d);

               (xxii) the term “Operating Agreement” means the Amended and Restated Operating Agreement of Clearwire Communications LLC, a Delaware limited liability company, dated of even date herewith, as it may be amended from time to time;

               (xxiii) the term “Other Shares” has the meaning set forth in Section 3(c)(i);

               (xxiv) the term “Permitted Transferee” means (A) any Permitted Transferee or Permitted Designee (each as defined in the Equityholders’ Agreement) or other Affiliate of each Investor or other Holder or (B) any Person who acquires at least 5,000,000 shares of Registrable Securities from an Investor or other Holder;

               (xxv) the term “Person” means an individual, corporation, limited liability company, trust, general partnership, or other entity;

               (xxvi) the terms “Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement of the Company in compliance with the Act, and any related prospectus (and all amendments, supplements and exhibits thereto and all material incorporated by reference therein filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

               (xxvii) the term “Registrable Securities” means (A) all shares of Class A Common Stock held directly or indirectly by a Holder, including any shares of Class A Common Stock issuable or issued upon exercise, conversion or exchange of other securities of the Company or any of its subsidiaries (including Class B Common Stock and Class B Common Units), and (B) any Common Stock of the Company issued in respect of the shares of Class A Common Stock or any other securities of the Company, including without limitation, by reason of or in connection with any stock dividend, stock distribution, stock split, spin-off, purchase in any rights offering or in connection with any exchange for or replacement of such shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Act, (ii) they are sold pursuant to Rule 144, (iii) they shall have ceased to be outstanding or (iv) they have been sold in a private transaction in which the transferor’s rights under this agreement as to the transferred securities are not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one registration statement at any one time;

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               (xxviii) the term “Registration Expenses” means all expenses incident to the Company’s performance of or compliance with this agreement, including, without limitation, (i) all registration, listing, qualification and filing fees (including FINRA filing fees), (ii) fees and disbursements of counsel for the Company and, to the extent such fees are reasonable and customary, one special counsel for the selling Holders, if any, (iii) accounting fees, (iv) blue sky fees and expenses (including counsel fees in connection with the preparation of a blue sky memorandum and legal investment survey and FINRA filings), (v) all printing, distributing, mailing and delivery expenses for any registration statement, prospectus, transmittal letters, securities certificates and other documents relating to the performance of and compliance with this agreement, (vi) the expenses incurred in connection with making road show presentations and holding meetings with potential investors to facilitate the distribution, (vii) underwriter fees, excluding discounts and commissions, and any other expenses which are customarily borne by the issuer or seller of securities in a public equity offering and (viii) all internal expenses of the Company (including all salaries and expenses of officers and employees performing legal or accounting duties);

               (xxix) the term “Request Notice” has the meaning set forth in Section 3(a);

               (xxx) the term “Rule 144” means Rule 144 (or any successor provision) under the Act.

               (xxxi) the term “Sprint” has the meaning set forth in the recitals; and

               (xxxii) the term “Takedown” has the meaning set forth in Section 3(c).

          2. Company Registration.

               (a) Right to Register. Whenever the Company proposes to Register any of its Common Stock under the Act, whether for its own account, for the account of others or a combination thereof (other than (i) a Registration relating solely to employee benefit plans, (ii) a Registration relating to a corporate reorganization or other transaction covered by Rule 145 under the Act, (iii) a Registration in which the only security being Registered is Common Stock issuable upon conversion of debt or equity securities, including warrants or similar securities convertible into or exercisable for Common Stock or Common Stock issued to a financial institution in connection with a customary share lending facility, provided that such Registration is made pursuant to a “shelf” registration statement on an appropriate form providing for the Registration of such Common Stock on a delayed or continuous basis in accordance with Rule 415 (or any similar provision that may be adopted by the Commission) under the Act or (iv) a Registration pursuant to Section 3 hereof), the Company will: (a) give prompt written notice thereof to each Holder and (b) upon the written request of any such Holder (which request shall specify the number of Registrable Securities to be disposed of by such Holder) given within twenty (20) days after receipt of such notice from the Company, the Company will, subject to the provisions of this Section 2, file a registration statement or amendment covering all of the Registrable Securities that such Holders have requested to be Registered and use commercially reasonable efforts to cause such registration statement to be declared effective under the Act. A Holder’s right to include its Registrable Securities in a Registration under this Section 2(a) will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

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               (b) Right to Terminate Registration. The Company will have the right to terminate, withdraw or delay any Registration initiated by it under this Section 2 prior to the effectiveness of such Registration whether or not any Holder has elected to include Registrable Securities in such Registration. The Company will give written notice of such determination to each Holder that has elected to include Registrable Securities in such Registration and, in the case of a determination to terminate or withdraw the registration statement, the Company will be relieved of its obligation to Register any Registrable Securities in connection with such registration statement, and in the case of a determination to delay effectiveness, the Company will be permitted to delay effectiveness for any period. The expenses of such terminated, withdrawn or delayed Registration will be borne by the Company.

               (c) Priority on Registrations. Each Holder acknowledges and agrees that, in the case of an underwritten offering, its rights under this Section 2 will be subject to cutback provisions imposed by a managing underwriter under Section 2(d). If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities in such Registration, then such Holder may elect to withdraw its request to include any or all of its Registrable Securities in such Registration.

               (d) Underwritten Offerings. In the event of an underwritten offering, the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company and any other party selling securities in such offering. The Company will not be required under this Section 2 to include any of a Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it (or by other persons entitled to select the underwriter or underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). Notwithstanding any other provision of this agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the Registration and the underwriting, and the number of shares that may be included in such Registration and the underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to the Company for securities that the Company proposes to Register for its own account; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement and to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such Holder; and (iii) third, to other securities of the Company to be registered on behalf of any other holder with priorities among them as the Company shall determine. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of Registrable Securities owned by all Persons included in such “Holder,” as described in this sentence.

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          3. Demand, Form S-3 and Shelf Registrations.

               (a) Demand Registration.

               (i) Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

               (ii) Maximum Number of Demand Registrations. The Company is obligated pursuant to Section 3(a)(i) to effect only the number of Demand Registrations for each Investor and its Permitted Transferees (in their capacity as an Initiating Holder) as follows:

Investor	Demand Registrations
Comcast		3
TWC		2
BHN		1
Google		2
Intel		3
Eagle River		3
Sprint		8

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except, that if more than 15% of any Initiating Holder’s Registrable Securities that were requested to be included in a Registration demanded by such Initiating Holder pursuant to this Section 3(a) were not included in such Registration as a result of cutback provisions imposed by the managing underwriter pursuant to Section 3(d), then such Registration will not count against such Initiating Holder as a Demand Registration under this Section 3(a)(ii).

               (iii) Postponement of Demand Registration. The Company will be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 90 days (less the number of days the Company has postponed the filing of a registration statement pursuant to Section 3(b)(iii)), the filing of a registration statement in accordance with this Section 3(a) or Section 3(b) if the Company notifies the Holders requesting Registration that, in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company. Such notice will contain a statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company so postpones the filing of a registration statement, the Initiating Holders will have the right to withdraw the request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders and such withdrawn registration will not count as a Demand Registration.

               (iv) Expenses for Withdrawn Registrations. Notwithstanding the provisions of Section 5(a), the Company will not be required to pay for any Registration Expenses under this Section 3(a) if the registration request is subsequently withdrawn (other than in accordance with Section 3(a)(iii)) at the request of the Initiating Holder, unless such Initiating Holder agrees to forfeit its right to one (1) Demand Registration pursuant to this Section 3(a); except that if at the time of such withdrawal, the Initiating Holder has learned of a material adverse change in the condition, business, or prospects of the Company not actually known to the Initiating Holder at the time of its request for such Registration and has withdrawn its request for Registration with reasonable promptness after learning of such material adverse change, then the Initiating Holder will not be required to pay any of such Registration Expenses nor forfeit any Demand Registration rights pursuant to this Section 3(a) notwithstanding such withdrawal.

               (v) Effective Period. The Company will be required to maintain the effectiveness of the registration statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such registration statement have actually been sold, except that the Company will extend the time period under this Section 3(a)(v) with respect to the length of time that the effectiveness of such registration statement must be maintained by the amount of time any Holder is required to discontinue disposition of such Registrable Securities pursuant to any other provision of this Agreement.

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               (vi) No Demand Registration. No Demand Registration will be deemed to have occurred for purposes of this Section 3(a) if (x) the registration statement relating thereto (i) does not become effective or (ii) is not maintained effective for the period required pursuant to this Section 3, or (y) the offering of the Registrable Securities pursuant to such registration statement is subject to a stop order, injunction or similar order or requirement of the Commission during such period, in which case such Initiating Holder will be entitled to an additional Demand Registration.

               (b) Form S-3 Registration.

               (i) After the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Any demand for Registration under this Section 3(b)(i) will not be considered a Demand Registration request pursuant to Section 3(a). Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offering.

               (ii) The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(b) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

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               (iii) The Company will be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 90 days (less the number of days the Company has postponed the filing of a registration statement pursuant to Section 3(a)(iii)), the filing of a registration statement in accordance with this Section 3(b) or Section 3(a) if the Company notifies the Holders requesting Registration that, in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company. Such notice will contain a statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company so postpones the filing of a registration statement, the Initiating Holder will have the right to withdraw its request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders.

               (c) Shelf Registration.

               (i) Filing of Shelf Registration. As promptly as practicable (but no later than sixty (60) days) following the Company’s becoming eligible to use Form S-3, the Company shall file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Act by the Holders of the Registrable Securities from time to time in the manner described in the Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Act as promptly as reasonably practicable following the filing thereof with the Commission, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act; except that the Company shall not be obligated to take any action to effect any such registration or to keep the Shelf Registration Statement continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide written notice to the Investors prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The Shelf Registration Statement filed pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold for the account of the Company (collectively, “Other Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(c) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(c) if Form S-3 is not available for such registration.

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               (ii) For so long as the Holders have the ability to cause a Demand Registration under Section 3(a) or Section 3(b), upon a written request from an Initiating Holder to effect an offering under the Shelf Registration Statement (a “Takedown”), the Company will, as soon as practicable, (x) deliver a Request Notice relating to the proposed Takedown to all other Holders and (y) promptly (and in any event not later than twenty (20) days after receiving such Initiating Holder’s request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) business days after receipt of such Request Notice from the Company; except that the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $10,000,000. If the Company and/or the holders of any Other Shares request inclusion of Other Shares in a Takedown, such Other Shares shall be included in the Takedown if, and only if, inclusion of such Other Shares would not be reasonably likely to delay in any material respect the timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown. In the case of a request for or effectuation of a Takedown, all references in this agreement to the effective date of a registration statement shall be deemed to refer to the date of pricing of such Takedown and all references to Registration shall be deemed to refer to the Takedown.

               (d) Underwriting. If an Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, then it will so advise the Company as a part of such request made pursuant to this Section 3 and the Company will include such information in the Request Notices referred to in Section 3(a)(i), Section 3(b)(i) or Section 3(c)(ii), as applicable. The Initiating Holder shall select the institution or institutions that shall manage or lead such underwriting, subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed. The right of any Holder to include his, her or its Registrable Securities in such Registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in such Registration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters. Notwithstanding any other provision of Section 3, if the underwriter or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten and so advise(s) in writing the Company and the Holders requesting inclusion of their Registrable Securities in such Registration, then the underwriter or underwriters may exclude shares (including Registrable Securities) from the Registration and underwriting, and the number of shares that may be included in such Registration and underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities in such Registration pursuant to this Section 3, on a pari passu basis based upon the Registrable Securities held by such Holders, and (ii) second to other holders of securities of the Company, with priorities among them as the Company shall so determine. If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities in such Registration, then the Holder may elect to withdraw its request to include any or all of its Registrable Securities in such Registration. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration.

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               (e) No Registrations if Effective Shelf. Notwithstanding anything else to the contrary in this agreement, if, prior to any request for registration pursuant to Section 3(a) or Section 3(b) with respect to a Holder’s Registrable Securities, (i) the Company shall have filed a Shelf Registration Statement covering such Registrable Securities, (ii) such Shelf Registration Statement shall have registered for resale by the requesting Holders such Registrable Securities, (iii) the plan of distribution set forth in such Shelf Registration Statement includes underwritten offerings and (iv) the Shelf Registration Statement is effective when the requesting Holders would otherwise make a request for registration under Section 3(a) or Section 3(b), as applicable, the Company shall not be required to separately register any Registrable Securities in response to such request, and such request shall be deemed to be a request that the Company cooperate in effecting a Takedown of the Registrable Securities pursuant to such Shelf Registration Statement.

               (f) No Registrations During Adjustment Period. Notwithstanding anything else to the contrary in this Agreement, no demand may be made nor shall the Company be required to file any Registration Statement under this Section 3 at any time during the period that Investors are prohibited from transferring Registrable Securities under Section 3.11 of the Equityholders’ Agreement.

          4. Registration Procedures. If and whenever the Company is required to effect the Registration of any Registrable Securities under the Act as provided in Section 2 and Section 3 hereof, the Company will effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company will cooperate in the sale of the securities and will, as expeditiously as possible (to the extent applicable, in the case of a Takedown):

               (a) Prepare and file with the Commission a registration statement or registration statements on such form which will be available for the sale of the Registrable Securities by the Company or the selling Holders in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause such registration statement to become effective and to remain effective as provided herein; except that before filing a registration statement or prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company will furnish or otherwise make available to the Holders who are including Registrable Securities in such registration statement, their counsel and the managing underwriters, if any, copies of all disclosures relating to such Holders and required by Item 507 of Regulation S-K (or any similar successor requirement), which documents will be subject to the reasonable review and comment of such counsel, and, if requested by such counsel, provide such counsel reasonable opportunity to conduct a reasonable investigation within the meaning of the Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company will not include any information relating to a Holder in any such registration statement or prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Registration pursuant to Section 2 or Section 3 to which the Holder (if such registration statement includes Registrable Securities of the Holder) reasonably objects, in writing, on a timely basis, unless, in the opinion of the Company, the inclusion of such information is necessary to comply with applicable law. It shall be deemed a reasonable review and comment opportunity if such counsel shall have submitted comments, which shall be limited to comments on disclosure relating directly to the affected Holder or Holders, or failed to submit comments, in each case, within five (5) business days following receipt of the relevant documents by such Holder.

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               (b) Prepare and file with the Commission such amendments and post-effective amendments to each registration statement as may be necessary to keep such registration statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; and cause the related prospectus to be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the Act with respect to the disposition of the securities covered by such registration statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act. Notwithstanding the foregoing, the Company shall be entitled at all reasonable times to suspend a registration statement that includes Registrable Securities during the pendency of any amendments required by this Section 4(b). Such suspension or suspensions shall be effective upon the transmittal of notice to an affected Holder in compliance with, and using the most expeditious practical means of communication permitted by, Section 11 below.

               (c) Notify each selling Holder and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 4(o) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) of the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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               (d) Use commercially reasonable efforts to avoid the issuance of any order suspending the effectiveness of a registration statement or any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, or, if issued, to obtain the withdrawal or lifting of any such order or suspension as promptly as practicable.

               (e) If requested by the managing underwriters, if any, or the Holders of a majority of the then outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request, including without limitation, with respect to any hedging activity associated with the Registrable Securities; except that the Company will not be required to take any actions under this Section 4(e) that are not in compliance with applicable law.

               (f) Furnish or make available to each selling Holder, and each managing underwriter acquiring from or selling on behalf of such Holder, if any, without charge, at least one conformed copy of the registration statement, the prospectus and prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such Holder, counsel or underwriter). To the extent electronic prospectus delivery is permitted under the Act, any delivery of conformed prospectuses, registration statements, and supplements and amendments thereto, required by any paragraph of this Section 4, may be delivered by electronic means so long as the form of delivery can reasonably be expected to permit such Holder or Holders, and such underwriter or underwriters, if any, to satisfy their respective prospectus delivery obligations arising under the Act or otherwise. The Company’s electronic delivery pursuant to the preceding sentence is conditioned upon an undertaking by the Company to deliver, to the extent required under the Act, paper copies of all such documents upon request by a Person acquiring or proposing to acquire such securities.

               (g) Deliver to each selling Holder, and the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Company, subject to the last paragraph of this Section 4, hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto.

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               (h) Prior to any public offering of Registrable Securities, use commercially reasonable efforts to Register or qualify or cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the Registration or qualification (or exemption from such Registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any selling Holder or underwriter reasonably requests in writing and to keep each such Registration or qualification (or exemption therefrom) effective during the period such registration statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such selling Holders to consummate the disposition of such Registrable Securities in such jurisdiction; except that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to material taxation or general service of process in any such jurisdiction where it is not then so subject, or (iii) consent to general service of process in any such jurisdiction.

               (i) Cooperate with the selling Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each relevant Holder that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the relevant registration statement and only upon satisfaction of any prospectus delivery requirement arising under the Act or otherwise, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or such Holder may request at least two (2) business days prior to any sale of Registrable Securities.

               (j) Use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of such selling Holders’ business, in which case the Company will cooperate in all reasonable respects with the filing of such registration statement and the granting of such approvals, as may be necessary to enable such Holder or Holders thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.

               (k) Upon the occurrence of any event contemplated by Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v) or 4(c)(vi) above, prepare as promptly as practicable a supplement or post-effective amendment to the registration statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

               (l) Prior to the effective date of the registration statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities.

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               (m) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement.

               (n) Use commercially reasonable efforts to cause all shares of Registrable Securities covered by such registration statement to be authorized to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange.

               (o) In connection with any underwritten offering, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions reasonably requested by the managing underwriters to expedite or facilitate the disposition of such Registrable Securities, and in such connection, (i) make such representations and warranties to the underwriters with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (ii) furnish to the underwriters and selling Holders opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the managing underwriters), addressed to each of the underwriters and selling Holders covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters, (iii) use commercially reasonable efforts to obtain comfort letters and updates thereof from the independent registered public accounting firm of the Company (and, if necessary, any other independent registered public accounting firms of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement) who have certified the financial statements included in such registration statement, addressed to each of the underwriters and selling Holders, such letters to be in customary form and covering matters of the type customarily covered in comfort letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, the same will contain indemnification provisions and procedures substantially to the effect set forth in Section 7 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the Initiating Holders and (v) deliver such documents and certificates as may be reasonably requested by the managing underwriters to evidence the continued validity of the representations and warranties made pursuant to Section 4(o)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.

               (p) Make available for inspection by a representative of the selling Holders, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorneys, accountants or other professionals retained by such selling Holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney, accountant or other professionals in connection with such registration statement. If so requested in writing by the Company, the Company’s obligation to disclose information pursuant to the preceding sentence is conditioned upon the execution and delivery by each Person receiving such disclosure of an agreement satisfactory to the Company as to form relating to such Person’s obligation to refrain from disclosing same.

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               (q) Cause its officers to use commercially reasonable efforts to support the marketing of the Registrable Securities covered by the registration statement (including, without limitation, participation in “road shows” and appearing before analysts and rating agencies) taking into account the Company’s business needs.

               (r) Cooperate with each selling Holder and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

               (s) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Act and Rule 158 thereunder, as soon as reasonably practicable, but not more than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten public offering or (ii) if not sold to underwriters in such an offering, commencing on the first day of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statements will cover the 12-month periods.

The Company may require each selling Holder to furnish to the Company in writing such information pursuant to Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration) required in connection with such Registration regarding such Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such Registration the Registrable Securities of any Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.

Each Holder agrees if such Holder has Registrable Securities covered by such registration statement that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v), 4(c)(vi) or 4(e) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus; except that the Company will extend the time periods under Section 2 and Section 3 with respect to the length of time that the effectiveness of a registration statement must be maintained by the amount of time such Holder is required to discontinue disposition of such Registrable Securities.

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          5. Registration Expenses; Delay.

               (a) Expenses of Company Registration. The Company will pay (i) all of the Registration Expenses and (ii) all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the securities being sold by the Company. Each Holder will pay all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by such Holder.

               (b) Delay of Registration. No Holder will have any right to obtain or seek an injunction restraining or otherwise delaying any Registration as the result of any controversy that might arise with respect to the interpretation of this agreement.

          6. Holdback Agreement.

               (a) In the case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement in the absence of an underwritten Takedown) with respect to which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten offering and (ii) all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, that it shall not during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with such Registration (the “Holdback Period”), except for Registrable Securities included in such Registration, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that such restrictions shall not apply to (1) any such sales, purchases, grants, transfers, dispositions or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the beginning of the Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering or (2) (A) any disposition by Intel of the shares of the Company’s Common Stock that Intel received as Merger Consideration as defined in and pursuant to Section 2.5 of the Transaction Agreement in exchange for its shares of Clearwire common stock or (B) any contract, option or other arrangement or understanding entered into by Intel with respect to the hedging of such shares. No Holder subject to this Section 6 (or any officer and/or director of the Company bound by these restrictions as required by this Section 6) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 6 unless all Holders are also released from their obligations under Section 6(a). In the event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing underwriter, each Holder shall enter, and shall use commercially reasonable efforts to ensure that each Affiliate of such Holder holding Registrable Securities enters, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.

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               (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.

               (c) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of such Holder (and the shares or securities of every other Person subject to the restriction contained in this Section 6):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCK-UP PERIOD OF UP TO 90 DAYS (OR LONGER, IF EXTENDED) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

               (d) In the case of an underwritten offering of Registrable Securities pursuant to Section 3(a) or Section 3(b) or an underwritten Takedown pursuant to Section 3(c), the Company agrees, if and to the extent requested by the managing underwriter of such underwritten offering, not to effect (or Register for sale) any public sale or distribution of any shares of Class A Common Stock for the Company’s own account during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with such Registration, except for securities of the Company to be offered for the Company’s account in such underwritten offering. If requested by the managing underwriter, the Company shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence. Notwithstanding the foregoing, the Company may effect a public sale or distribution of Class A Common Stock and other securities for the Company’s own account during the period described above (i) pursuant to Registrations on Forms S-4 or S-8 or any successor registration forms or (ii) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to any stock plan or other benefit plan arrangement.

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          7. Indemnification.

               (a) The Company agrees to indemnify and hold harmless, to the extent permitted by law, each Holder, its directors and officers and each Person who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) and any of such Holder’s agents or representatives, its legal counsel and accountants, any underwriter and any controlling Person of such underwriter (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), and its legal counsel against all losses, liabilities, claims, damages and expenses (“Losses”) caused by or relating to (A) any untrue or alleged untrue statement of material fact contained in any registration statement relating to Registrable Securities, or any prospectus, preliminary prospectus, summary or free writing prospectus, or any amendment thereof or supplement to any of the foregoing or any omission or alleged omission of material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company or any underwriter by such Holder expressly for use therein or (B) any violation or alleged violation by the Company of the Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Act, the Exchange Act or any state securities laws in connection with the sale of securities by such Holder pursuant to any registration statement in which such Holder is participating, and the Company, in each case, will reimburse each such Holder, officer, director, controlling Person or other aforementioned Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses or action as such expenses are incurred; except that the indemnity agreement contained in this Section 7 will not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned).

               (b) Each Holder whose Registrable Securities are included in a registration statement, severally and not jointly, agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each Person who controls Company (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), any of the Company’s agents or representatives, its legal counsel and accountants, any underwriter and any controlling Person of such underwriter (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) and each other Holder, against any Losses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement relating to Registrable Securities, prospectus or preliminary prospectus, summary or free writing prospectus, or any amendment thereof or supplement to any of the foregoing or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use in such registration statement or prospectus relating to the Registrable Securities, and each such Holder will reimburse any Person intended to be indemnified pursuant to this Section 7(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such Losses or action as such expenses are incurred; except that (i) the indemnity agreement contained in this Section 7(b) will not apply to amounts paid in settlement of any Losses if such settlement is made without the consent of such Holder, which consent will not be unreasonably withheld, conditioned or delayed and (ii) the obligations of such Holder hereunder will be limited to an amount equal to the net proceeds to such Holder from the sale of its Registrable Securities in the transaction giving rise to the Losses.

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               (c) The indemnification provided for under this agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party (as defined herein) or any officer, director, or controlling Person of such Indemnified Party and will survive the transfer of Registrable Securities.

               (d) Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) will give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; except that counsel for the Indemnifying Party, who will conduct the defense of such claim or any litigation resulting therefrom, will be approved by the Indemnified Party (whose approval will not unreasonably be withheld, conditioned or delayed), and the Indemnifying Party shall assume payment of all fees and expenses of such counsel. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The failure of any Indemnified Party to give notice as provided herein or the information required by the last sentence of this Section 7(d) will not relieve the Indemnifying Party of its obligations under this Section 7 unless and to the extent that the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release of such Indemnified Party from all liability in respect to such claim or litigation. The Indemnified Party will furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as will be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

               (e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other, in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations; except that in no event will any contribution by a Holder under this Section 7(e) exceed the net proceeds to such Holder from the sale of Registrable Securities in the transaction giving rise to the Losses. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

20

               (f) The amount paid or payable by an Indemnified Party as a result of the Losses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Holder’s obligation to contribute pursuant to this Section 7 is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all such Holders and not joint.

               (g) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement will be controlling as among the parties thereto.

               (h) The obligations of the Company and Holders under this Section 7 will survive the completion of any offering of Registrable Securities in a registration statement under Section 2 or Section 3 and otherwise.

          8. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities to the public without Registration the Company agrees to:

               (a) keep public information available, as those terms are understood and defined in Rule 144, at all times; and

               (b) so long as any Holder owns any Registrable Securities, furnish to such Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without Registration.

          9. Rights Granted to Other Investors. The Company will not grant any registration rights relating to its securities after the date hereof without the written consent of the Investors unless the priority provisions of Section 2(d) and Section 3(d) continue to apply.

21

          10. Termination. The registration rights set forth in this agreement will terminate upon the transfer or assignment of all of the Registrable Securities held by all Holders to parties who are not Permitted Transferees. Upon termination pursuant to this Section 10, the Company will no longer be obligated to provide notice of a proposed Registration.

          11. Notices. All communications provided for hereunder will be personally delivered or sent by registered or certified mail, nationally recognized overnight courier or facsimile and (a) if addressed to a Holder, addressed to the Holder at the postal mail address or fax number set forth beside such Holder’s signature, or at such other postal address or fax number as such Holder will have furnished to the Company in writing or (b) if addressed to the Company, to the postal address or fax number set forth beside the Company’s signature or at such other address or fax number, or to the attention of such other officer, as the Company will have furnished to Holder in writing. All notices and other communications required or permitted under this agreement will be in writing and will be deemed effectively given: (w) when personally delivered to the party to be notified; (x) when sent by confirmed facsimile if sent during normal business hours of the recipient or, if not, then on the next business day, as long as a copy of the notice is also sent via nationally recognized overnight courier, specifying next day delivery, with written verification of receipt; (y) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (z) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

          12. No Assignment. This agreement is personal to the Investors and will not be assignable to any third party, except as set forth herein. Notwithstanding the foregoing, an Investor may assign all or any portion of its rights hereunder to one or more Permitted Transferees of such Investor and any Permitted Transferee will be entitled to the rights granted hereunder, provided that the Company is given written notice at the time of said transfer or assignment identifying the name and address of the Permitted Transferee and that the Permitted Transferee assumes in writing the obligations of an Investor under this agreement.

          13. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this agreement are inserted for reference only and will not limit or otherwise affect the meaning hereof.

          14. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America located in the county of New York for any action or proceeding arising out of or relating to this agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth beside such party’s signature shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the state of New York.

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          15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATE HEREBY.

          16. No Inconsistent Agreements. The Company will not on or after the date of this agreement enter into any agreement with respect to its securities that conflicts with or would limit the rights granted to the Holders in this agreement or otherwise conflicts with the provisions hereof.

          17. Amendments and Waivers. Any term of this agreement may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively) only upon the written consent of the Company and Investors holding greater than 66²/₃% of the Registrable Securities then held by the Investors; except that no amendment may (i) disproportionately adversely affect any Investor as compared to the other Investors, (ii) reduce the number of Demand Registrations available to such Investor or (iii) change any Investor’s obligations under Section 6, in each case without the consent of such Investor. The failure of any party to insist on or to enforce strict performance by the other parties of any of the provisions of this agreement or to exercise any right or remedy under this agreement will not be construed as a waiver or relinquishment to any extent of that party’s right to assert or rely on any provisions, rights or remedies in that or any other instance; rather, the provisions, rights and remedies will remain in full force and effect.

          18. Entire Agreement. This agreement is intended by the parties to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. This agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. Without limiting the generality of the foregoing, (i) Intel acknowledges and agrees that its rights under this agreement supersede and replace its and its subsidiaries’ registration rights under (w) that certain Investor Rights Agreement, dated as of August 29, 2006, by and among the Company, Intel and Motorola, Inc. and (x) that certain Registration Rights Agreement, dated as of March 16, 2004 by and between the Company and the investors identified on Exhibit A thereto (the “2004 Agreement”) and (ii) Eagle River acknowledges and agrees that its rights under this agreement supersede and replace its and its subsidiaries’ rights under (y) that certain Registration Rights Agreement, dated as of November 13, 2003, by and among Flux U.S. Corporation, Flux Fixed Wireless, LLC, Clearwire Holdings, Inc. and Hispanic Information and Telecommunications Network and (z) the 2004 Agreement.

          19. Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other parties’ failure to perform their obligations under this agreement, the parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, to the extent permitted by applicable law, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure, without bond or other security being required.

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          20. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision, provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

          21. Counterparts. This agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all such counterparts will together constitute one and the same instrument.

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          IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

COMPANY:

Clearwire Corporation		Address:
By:	/s/ Hope Cochran	Clearwire Corporation
Name: Hope Cochran		4400 Carillon Point
Title: Vice President, Finance and Treasurer		Kirkland, Washington 98033 Attention: Legal Department
		Facsimile No.: (425) 216-7776
		With copies to:
		Kirkland & Ellis LLP
		Citigroup Center
		153 East 53rd Street
		New York, New York 10022
		Attention: Joshua N. Korff
		Facsimile No.: (212) 446-6460
		Davis Wright Tremaine LLP
		1201 Third Avenue, Suite 2200
		Seattle, Washington 98101
		Attention: Sarah English Tune
		Facsimile No.: (206) 757-7161

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

INVESTORS:

Sprint HoldCo, LLC		c/o Sprint Nextel Corporation
		2001 Edmund Halley Drive
By:	/s/ Keith O. Cowan	Reston, Virginia 20191
Name: Keith O. Cowan		Attention: President of Strategic Planning and
Title: Vice President		Corporate Initiatives
		Facsimile No.: (703) 433-4034
		with copies to:
		Sprint Nextel Corporation
		6200 Sprint Parkway
		Overland Park, Kansas 66251
		Attention: Vice President — Law, Corporate
		Transactions and Business Law
		Facsimile No.: (913) 523-9803
		King & Spalding
		1180 Peachtree Street, N.E.
		Atlanta, Georgia 30309
		Attention: Michael J. Egan
		Facsimile No.: (404) 572-5100

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

Comcast Wireless Investment I, Inc.		c/o Comcast Corporation
		One Comcast Center
By:	/s/ Robert S. Pick	1701 John F. Kennedy Boulevard
Name: Robert S. Pick		Philadelphia, Pennsylvania 19103
Title: Senior Vice President		Attention: Chief Financial Officer
		Facsimile No.: (215) 286-1240
Comcast Wireless Investment II, Inc.
		With copies to:
By:	/s/ Robert S. Pick
Name: Robert S. Pick		Comcast Corporation
Title: Senior Vice President		One Comcast Center
		1701 John F. Kennedy Boulevard
Comcast Wireless Investment III, Inc.		Philadelphia, Pennsylvania 19103
		Attention: General Counsel
By:	/s/ Robert S. Pick	Facsimile No.: (215) 286-7794
Name: Robert S. Pick
Title: Senior Vice President		Davis Polk & Wardwell
		450 Lexington Avenue
Comcast Wireless Investment IV, Inc.		New York, New York 10017
		Attention: David L. Caplan
By:	/s/ Robert S. Pick	Facsimile No.: (212) 450-3800
Name: Robert S. Pick
Title: Senior Vice President
Comcast Wireless Investment V, Inc.
By:	/s/ Robert S. Pick
Name: Robert S. Pick
Title: Senior Vice President

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

TWC Wireless Holdings I LLC		c/o Time Warner Cable Inc.
		One Time Warner Center
By:	/s/ Satish Adige	North Tower
Name: Satish Adige		New York, New York 10019
Title: Senior Vice President, Investments		Attention: General Counsel
		Facsimile No.: (212) 364-8254
TWC Wireless Holdings II LLC
		with a copy to:
By:	/s/ Satish Adige
Name: Satish Adige		Paul, Weiss, Rifkind, Wharton & Garrison LLP
Title: Senior Vice President, Investments		1285 Avenue of the Americas
		New York, New York 10019-6064
TWC Wireless Holdings III LLC		Attention: Matthew W. Abbott
		Robert B. Schumer
By:	/s/ Satish Adige	Facsimile No.: (212) 757-3990
Name: Satish Adige
Title: Senior Vice President, Investments

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

BHN Spectrum Investments, LLC		c/o Bright House Networks, LLC
		c/o Advance/Newhouse Partnership
By:	/s/ Leo Cloutier	5000 Campuswood Drive
Name: Leo Cloutier		East Syracuse, New York 13057
Title: Senior Vice President, Strategy & Development		Attention: Mr. Leo Cloutier Facsimile No.: (315) 438-4643
		With a copy to:
		Sabin, Bermant & Gould LLP
		Four Times Square
		New York, New York 10036
		Attention: Arthur J. Steinhauer, Esq.
		Facsimile No.: (212) 381-7218

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

Google Inc.		Google Inc.
		1600 Amphitheatre Parkway
By:	/s/ Kent Walker	Mountain View, California 94043
Name: Kent Walker		Attn: General Counsel
Title: Vice President and General Counsel		Facsimile No.: (650) 887-2421
		with a copy (which shall not constitute notice) to:
		Wilson Sonsini Goodrich & Rosati, P.C.
		650 Page Mill Road
		Palo Alto, California 94304
		Attn: David J. Segre
		Facsimile No.: (650) 493-6811

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

Intel Capital Wireless Investment Corporation 2008A		c/o Intel Corporation 2200 Mission College Blvd., MS RN6-65
		Santa Clara, California 95054-1549
By:	/s/ Arvind Sodhani	Attention: President, Intel Capital
Name: Arvind Sodhani		Facsimile No.: (408) 765-8871
Title: President
		c/o Intel Corporation
Intel Capital Wireless Investment Corporation 2008B		2200 Mission College Blvd., MS RN6-59 Santa Clara, California 95054-1549
		Attention: Intel Capital Portfolio Manager
By:	/s/ Arvind Sodhani	Facsimile No.: (408) 653-6796
Name: Arvind Sodhani
Title: President		c/o Intel Corporation
		2200 Mission College Blvd., MS RN4-151
Intel Capital Wireless Investment Corporation 2008C		Santa Clara, California 95054-1549 Attention: Intel Capital Group General Counsel
		Facsimile No.: (408) 653-9098
By:	/s/ Arvind Sodhani
Name: Arvind Sodhani		c/o Intel Corporation
Title: President		2200 Mission College Blvd., MS RN5-125
		Santa Clara, California 95054-1549
Clearwire Corporation		Attention: Director, U.S. Tax and Trade
		Facsimile No.: (408) 765-1733
By:	/s/ Hope Cochran
Name: Hope Cochran		with copies to:
Title: Vice President, Finance and Treasurer
		Gibson, Dunn & Crutcher LLP
		1881 Page Mill Road
		Palo Alto, California 94304
		Attention: Gregory T. Davidson
		Facsimile No.: (650) 849-5050
		Gibson, Dunn & Crutcher LLP
		333 South Grand Avenue
		Los Angeles, California 90071-3197
		Attention: Paul S. Issler
		Facsimile No.: (213) 229-6763

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

Intel Capital Corporation		c/o Intel Corporation
		2200 Mission College Blvd., MS RN6-65
By:	/s/ Arvind Sodhani	Santa Clara, California 95054-1549
Name: Arvind Sodhani		Attention: President, Intel Capital
Title: President		Facsimile No.: (408) 765-8871
Intel Capital (Cayman) Corporation		c/o Intel Corporation
		2200 Mission College Blvd., MS RN6-59
By:	/s/ Arvind Sodhani	Santa Clara, California 95054-1549
Name: Arvind Sodhani		Attention: Intel Capital Portfolio Manager
Title: President		Facsimile No.: (408) 653-6796
Middlefield Ventures, Inc.		c/o Intel Corporation
		2200 Mission College Blvd., MS RN4-151
By:	/s/ Arvind Sodhani	Santa Clara, California 95054-1549
Name: Arvind Sodhani		Attention: Intel Capital Group General Counsel
Title: President		Facsimile No.: (408) 653-9098
Clearwire Corporation		c/o Intel Corporation
		2200 Mission College Blvd., MS RN5-125
By:	/s/ Hope Cochran	Santa Clara, California 95054-1549
Name: Hope Cochran		Attention: Director, U.S. Tax and Trade
Title: Vice President, Finance and Treasurer		Facsimile No.: (408) 765-1733
		with copies to:
		Gibson, Dunn & Crutcher LLP
		1881 Page Mill Road
		Palo Alto, California 94304
		Attention: Gregory T. Davidson
		Facsimile No.: (650) 849-5050
		Gibson, Dunn & Crutcher LLP
		333 South Grand Avenue
		Los Angeles, California 90071-3197
		Attention: Paul S. Issler
		Facsimile No.: (213) 229-6763

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

Eagle River Holdings, LLC		Eagle River Holdings, LLC
		2300 Carillon Point
By:	/s/ Amit Mehta	Kirkland, WA 98033
Name: Amit Mehta		Attention: Chief Executive Officer
Title: Vice President

[Signature Page to the Registration Rights Agreement by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, and BHN Spectrum Investments, LLC]

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CLEARWIRE COMMUNICATIONS LLC

Dated as of November 28, 2008

THE LIMITED LIABILITY COMPANY UNITS OF CLEARWIRE COMMUNICATIONS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THOSE LAWS. THE UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED OPERATING AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THOSE LAWS AND THIS AMENDED AND RESTATED OPERATING AGREEMENT. THEREFORE, PURCHASERS OF THE UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		3
ARTICLE II FORMATION, TERM, PURPOSE AND POWERS		3
ARTICLE II FORMATION, TERM, PURPOSE AND POWERS		3
2.1. Formation		3
2.2. Name		3
2.3. Term		3
2.4. Offices		3
2.5. Agent for Service of Process		3
2.6. Business Purpose		3
2.7. Activities of the Company		4
2.8. Powers of the LLC		4
2.9. Members; Admission of New Members		4
2.10. Withdrawal		4
ARTICLE III MANAGEMENT		4
ARTICLE III MANAGEMENT		4
3.1. Managing Member		4
3.2. Compensation		5
3.3. Expenses; Reimbursement		6
3.4. Officers		6
3.5. Authority of Members		6
3.6. Action by Written Consent		6
ARTICLE IV DISTRIBUTIONS AND LOANS		7
ARTICLE IV DISTRIBUTIONS AND LOANS		7
4.1. Distributions		7
4.2. Liquidation Distributions		7
4.3. Limitations on Distributions		7
4.4. Distributions for Taxes of the Company; Tax Loan to Sprint		7
ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS		9
ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS		9
5.1. Initial Capital Contributions		9
5.2. No Additional Capital Contributions; Additional Funds		10
5.3. Capital Accounts		12
5.4. Allocations of Profits and Losses		13
5.5. Special Allocations		13
5.6. Curative Allocations		14
5.7. Other Allocation Rules		15
5.8. Code Section 704(c); Tax Allocations		16

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	Page
5.9. Tax Withholding		17
5.10. Successors in Interest		17
5.11. Other Tax Matters		17
5.12. Tax Classification		20
5.13. Tax Elections		20
ARTICLE VI BOOKS AND RECORDS; REPORTS		20
ARTICLE VI BOOKS AND RECORDS; REPORTS		20
ARTICLE VII COMPANY UNITS		21
ARTICLE VII COMPANY UNITS		21
7.1. Units		21
7.2. Register		21
7.3. Splits, Distributions and Reclassifications		21
7.4. Cancellation or Redemption of Equity Securities and Units		21
7.5. Incentive Plans		22
7.6. Exercisable Rights		24
7.7. Issuances of Equity Securities		24
7.8. Registered Members		26
7.9. Exchange of Units		26
7.10. Preemptive Rights		28
7.11. Permitted Designee		31
ARTICLE VIII TRANSFER RESTRICTIONS		31
ARTICLE VIII TRANSFER RESTRICTIONS		31
8.1. Member Transfers		31
8.2. Permitted Transferees		34
8.3. Further Restrictions		35
8.4. Rights of Assignees		36
8.5. Admissions, Withdrawals and Removals		36
8.6. Void Transfers		36
8.7. Withdrawal of Certain Members		36
8.8. Right of First Offer		36
8.9. Tag-Along Rights		39
8.10. Transfers to a Restricted Entity		41
8.11. Limitations Prior to the Adjustment Date		42
8.12. Holding Company Transfers		43
8.13. Transfers, Assignments of Interest Subject to Required Governmental Notices and/or Consents		43
ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION		43
ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION		43
9.1. No Dissolution		43
9.2. Events Causing Dissolution		44
9.3. Distribution on Dissolution Events		44
9.4. Time for Liquidation		45
9.5. Termination		45

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	Page
9.6. Claims of the Members		45
9.7. Survival of Certain Provisions		45
ARTICLE X LIABILITY OF MEMBERS		45
ARTICLE X LIABILITY AND INDEMNIFICATION		45
10.1. Liability of Members		45
ARTICLE XI MISCELLANEOUS		47
ARTICLE XI MISCELLANEOUS		47
11.1. Parent Guaranty		47
11.2. Amendments and Waivers		47
11.3. Groups and Thresholds		48
11.4. Legend		48
11.5. Notices		48
11.6. Confidentiality		52
11.7. Strategic Investor Representative		53
11.8. No Joint and Several Liability of the Members		54
11.9. Further Assurances		54
11.10. Entire Agreement		54
11.11. Delays or Omissions		54
11.12. Governing Law; Jurisdiction; Waiver of Jury Trial		55
11.13. Severability		55
11.14. Enforcement		55
11.15. No Recourse		55
11.16. No Third Party Beneficiaries		55
11.17. Counterparts; Facsimile Signatures		55
11.18. Managing Member Authorization		56

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AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CLEARWIRE COMMUNICATIONS LLC

          This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Clearwire Communications LLC, a Delaware limited liability company (the “LLC”), is made as of the 28^th day of November, 2008 (the “Effective Date”), by and among Clearwire Corporation, a Delaware corporation formerly known as New Clearwire Corporation (the “Company”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”), Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation (“Intel 1”), Intel Capital Wireless Investment Corporation 2008B, a Delaware corporation (“Intel 2”), Intel Capital Wireless Investment Corporation 2008C, a Delaware corporation (“Intel 3” and, together with Intel 1 and Intel 2, “Intel”), Comcast Wireless Investment I, Inc., a Delaware corporation (“Comcast I”), Comcast Wireless Investment II, Inc., a Delaware corporation (“Comcast II”), Comcast Wireless Investment III, Inc., a Delaware corporation (“Comcast III”), Comcast Wireless Investment IV, Inc., a Delaware corporation (“Comcast IV”), Comcast Wireless Investment V, Inc., a Delaware corporation (“Comcast V” and, together with Comcast I, Comcast II, Comcast III and Comcast IV, “Comcast”), TWC Wireless Holdings I LLC, a Delaware limited liability company (“TWC I”), TWC Wireless Holdings II LLC, a Delaware limited liability company (“TWC II”), TWC Wireless Holdings III LLC, a Delaware limited liability company (“TWC III” and, together with TWC I and TWC II, “TWC”) and BHN Spectrum Investments, LLC, a Delaware limited liability company a (“BHN”; and, together with Comcast and TWC, the “Strategic Investors”), and solely for purposes of Sections 7.10, 7.11 and 8.8 Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River”), and supersedes in its entirety the Operating Agreement of Clearwire Communications LLC (formerly known as Clearwire Venture LLC) dated as of the 14^th day of May, 2008 (the “Original Operating Agreement”).

RECITALS

     A. The parties desire to (i) foster the development of a nationwide wireless broadband network (the “Wireless Broadband Network”); (ii) expedite the commercial availability of wireless broadband services over the Wireless Broadband Network; (iii) enable the offering of a greater depth and breadth of wireless broadband services; and (iv) promote wireless broadband development.

     B. In order to satisfy the foregoing objectives, Sprint Nextel Corporation, a Kansas corporation, Intel Corporation, a Delaware corporation, Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC, a Delaware limited liability company, Google Inc., a Delaware corporation (“Google”), and Clearwire Corporation, a Delaware corporation (“Clearwire”), entered into the Transaction Agreement and Plan of Merger dated as of May 7, 2008 (as amended from time to time, the “Transaction Agreement”), under which:

     (i) Clearwire formed the Company;

     (ii) the Company formed the LLC, which was until the Closing treated as a disregarded entity for U.S. federal income tax purposes;

     (iii) the LLC, in turn, formed a wholly owned Delaware limited liability company (“Clearwire Sub LLC”), that is and at all times since its formation has been treated as a disregarded entity for U.S. federal income tax purposes;

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     (iv) the outstanding shares of Class B common stock of Clearwire were converted into Class A common stock of Clearwire in a transaction intended to qualify as a reorganization within the meaning of Code Section 368(a)(1)(E) and governed by Code Section 1036;

     (v) Clearwire merged with and into Clearwire Sub LLC in a transaction intended to qualify as a reorganization under Code Section 368(a)(1)(F) (the “Merger”) and, in the Merger, the shareholders of Clearwire exchanged their Class A common stock of Clearwire for Class A Common Stock of the Company;

     (vi) in connection with the Merger, the Company was issued Voting Units and Class A Common Units in accordance with the terms of the Original Operating Agreement;

     (vii) Sprint Parent caused the formation of Sprint, which in turn formed SX Sub, LLC, a wholly owned Delaware limited liability company (“Sprint LLC”), which is and at all times since its formation has been treated as a disregarded entity for U.S. federal income tax purposes;

     (viii) Sprint Parent caused one or more Transfer Entities to hold the Sprint WiMAX Business and caused all of the Transfer Entities to be limited liability companies treated as disregarded entities for U.S. federal income tax purposes immediately prior to and as of the Closing (and the Transfer Entities continue to be treated as disregarded entities for U.S. federal income tax purposes following the Closing);

     (ix) Sprint Parent and its Subsidiaries contributed all of the limited liability company interests in each of the Transfer Entities to Sprint, which in turn contributed those interests to Sprint LLC, and Sprint LLC assumed the Sprint Pre-Closing Financing in accordance with the terms of the Transaction Agreement;

     (x) following the Merger and the contribution of the Transfer Entities to Sprint LLC, Sprint contributed all of the limited liability company interests of Sprint LLC to the LLC in exchange for Class B Common Units and purchased an equal number of shares of Class B Common Stock from the Company for cash;

     (xi) the Company thereafter contributed the cash it received from Sprint as described in clause (x) above to the LLC in exchange for additional Voting Units;

     (xii) following the Merger, Intel contributed $1,000,000,000 in cash to the LLC in exchange for Voting Units and Class B Common Units;

     (xiii) Intel thereafter contributed its Voting Units to the Company in exchange for an equal number of shares of Class B Common Stock;

     (xiv) following the Merger, Comcast, TWC and BHN contributed $1,050,000,000, $550,000,000 and $100,000,000, respectively, in cash to the LLC in exchange for Voting Units and Class B Common Units;

     (xv) each Strategic Investor thereafter contributed its Voting Units to the Company in exchange for an equal number of shares of Class B Common Stock;

     (xvi) Google contributed $500,000,000 to the Company in exchange for shares of Class A Common Stock;

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     (xvii) the Company thereafter contributed the cash it received from Google to the LLC in exchange for Voting Units and Class A Common Units; and

     (xviii) as a result of the contributions to the LLC by Sprint, Intel, and the Strategic Investors described in clauses (x), (xii) and (xiv) above, the LLC was converted into a partnership for U.S. federal income tax purposes, to which partnership the Company, Sprint, Intel, and each Strategic Investor were treated as contributing assets.

     C. The parties desire to enter into this Agreement to provide for the management, operation and governance of the LLC.

ARTICLE I

DEFINITIONS

     Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings set forth on Annex A.

ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

     2.1. Formation. The LLC was formed as a limited liability company under the Act and the Laws of the State of Delaware on the Filing Date. If requested by the Managing Member, the Members will promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Managing Member to accomplish all filing, recording, publishing and other acts that may be appropriate to comply with all requirements for the formation and operation of a limited liability company under the Laws of the State of Delaware.

     2.2. Name. The name of the LLC will be, and the business of the LLC will be conducted under the name of, Clearwire Communications LLC or any other name that the Managing Member reasonably determines.

     2.3. Term. The term of the LLC commenced on the Filing Date, and will continue until the LLC is dissolved under this Agreement, subject to the provisions set forth in Article IX and the Law. The existence of the LLC as a separate legal entity will continue until cancellation of the Certificate in the manner required by the Act.

     2.4. Offices. The LLC may have offices at locations within or without the State of Delaware as the Managing Member from time to time may select.

     2.5. Agent for Service of Process. The LLC’s registered agent for service of process in the State of Delaware is as set forth in the Certificate, as the Certificate may be amended by the Managing Member from time to time.

     2.6. Business Purpose. The LLC was formed for the object and purpose of, and the nature of the business to be conducted by the LLC is,

     (a) developing, owning and operating a Wireless Broadband Network utilizing 2.5 GHz Spectrum, and other spectrum that is used in an ancillary manner to such 2.5 GHz Spectrum, primarily within the United States,

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     (b) developing, owning and operating comparable networks using wireless broadband technology outside the United States as necessary to maintain the assets and operations of the LLC outside the United States in existence as of the date hereof,

     (c) marketing, promoting and selling all types and categories of wireless communications services and associated products (whether now existing or developed and implemented in the future), including services and products, that are

     (i) designed as products and services to be offered as the products and services of the Wireless Broadband Network or

     (ii) bundled with or complementary to the products and services of the Wireless Broadband Network, and

     (d) conducting activities incidental to the activities described in clauses (a) through (c) above (collectively, the “Wireless Broadband Business”).

     2.7. Activities of the Company. Except as otherwise expressly permitted under this Agreement, the Company will conduct all of its operational activities for its existing and future Wireless Broadband Business and hold all of its assets related to the Wireless Broadband Business, whether now owned or hereafter acquired (other than the proceeds of any distributions from the LLC permitted under this Agreement and any earnings thereon), through the LLC and the Subsidiaries of the LLC.

     2.8. Powers of the LLC. Subject to the limitations set forth in this Agreement, the LLC will possess and may exercise all of the powers and privileges granted to it by the Act, by any other Law and this Agreement, together with all powers incidental thereto, to the extent those powers are necessary or convenient to conduct, promote or attain the purpose of the LLC set forth in Section 2.6.

     2.9. Members; Admission of New Members. The Members of the LLC as of the date hereof are listed on Exhibit B. The rights and liabilities of the Members are as provided in the Act, except as is otherwise expressly provided in this Agreement. A Person may be admitted from time to time as a new Member solely in accordance with Section 8.5. Each new Member will execute an appropriate supplement to this Agreement by which the new Member agrees to be bound by the terms and conditions of this Agreement, as it may be amended from time to time.

     2.10. Withdrawal. No Member may withdraw as a Member of the LLC other than following the Transfer or exchange (as part of an Exchange Transaction) of all Units owned by such Member in accordance with Article VIII, except that a new Managing Member or substitute Managing Member may be admitted to the LLC in accordance with Section 8.5.

ARTICLE III

MANAGEMENT

     3.1. Managing Member.

     (a) The business, property and affairs of the LLC will be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the LLC.

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     (b) without limiting the foregoing provisions of this Section 3.1, the Managing Member will have the general power to manage or cause the management of the LLC, which may be delegated to officers of the LLC, including, without limitation, the following powers:

     (i) to develop and prepare a business plan each year setting forth the operating goals and plans for the LLC;

     (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the LLC;

     (iii) to employ, retain, consult with and dismiss personnel;

     (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

     (v) to engage attorneys, consultants, accountants, investment bankers and other professionals for the LLC;

     (vi) to develop or cause to be developed accounting procedures for the maintenance of the LLC’s books of account; and

     (vii) to do all such other acts as may be authorized in this Agreement or by the Members in writing from time to time.

     (c) The Managing Member will be organized under the Laws of the United States or any political subdivision thereof.

     3.2. Compensation. In consideration for the services provided by the Company to the LLC in its capacity as Managing Member and the other benefits afforded to the LLC and its Members by the Company, the LLC will make payments in cash to the Company (without duplication of any expenses of the LLC paid directly by the LLC or reimbursed to the Company pursuant to Section 3.3), at such times and in such amounts as are necessary or appropriate to enable the Company to timely pay all payables, fees and expenses incurred by the Company and any of its Subsidiaries (other than the LLC and its Subsidiaries), except to the extent that the Company reasonably determines in good faith that such payables, fees, and expenses are attributable to Other Business Activities (“Excluded Amounts”). For this purpose, the Members acknowledge that it is to the LLC’s benefit, in terms of stricter internal controls, more thorough financial reporting, lower cost of capital and other reasons, to maintain the Company as a corporation registered with the Securities and Exchange Commission and traded on a national securities exchange. Given the foregoing and for avoidance of doubt, and by way of illustration, payables, fees and expenses of the Company include: (i) the Company’s overhead, legal, accounting, investment banking and other professional fees and expenses (provided that investment banking fees incurred by Clearwire and/or Clearwire Sub LLC with respect to the transactions contemplated by the Transaction Agreement in the amounts referenced in Section 6.19 of the Transaction Agreement shall be paid directly by Clearwire Sub LLC and shall not be subject to the provisions of this Section 3.2), including any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving the Company, the LLC or any of the LLC’s Subsidiaries; (ii) fees and expenses of the Company related to any securities offering, investment or acquisition (whether or not successful) authorized by the Company Board and any costs or expenses associated with being a public company listed on a national securities exchange; (iii) Taxes other than any Covered Tax Liability; and (iv) fees and expenses payable by the Company in connection with the implementation and maintenance of any Incentive Plan and the issuance of Class A Common Stock or other capital stock under such Incentive Plan (whether by the exercise of a stock option, the grant of a restricted share award or otherwise), in each case, to the extent such amounts are not Excluded Amounts. For the avoidance of doubt, the LLC shall have no obligation to make any payments pursuant to this Section 3.2 in respect of Excluded Amounts. Payments made by the LLC to the Company under this Section 3.2 will be treated as guaranteed payments to a partner under Code Section 707(c).

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     3.3. Expenses; Reimbursement. The LLC will to the maximum extent possible pay directly all expenses incurred through its own acts or through acts of the Managing Member on behalf of the LLC in its capacity as the Managing Member. To the extent the Managing Member pays any such expenses as agent on behalf of the LLC, the LLC shall promptly reimburse the Managing Member upon invoicing of the same. The Managing Member is authorized to incur expenses jointly on behalf of the LLC and for its own account and to pay the LLC’s share of such expenses on the LLC’s behalf, and shall be entitled to reimbursement of the same as provided in this Section 3.3. Whenever such joint expenses are incurred, the Managing Member shall notify the vendor of the same, and the Managing Member shall have no liability for the LLC’s share of the expense other than from funds provided by the LLC for the payment of those expenses.

     3.4. Officers. Subject to the direction of the Managing Member, the day-to-day administration of the business of the LLC may be carried out by employees and agents of the Managing Member who may be designated as officers of the LLC or any of its Subsidiaries by the Managing Member, with titles including “chief executive officer,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director,” “general counsel,” “director” and “chief financial officer,” as and to the extent authorized by the Managing Member. The officers of the LLC will have the titles and powers and perform the duties determined from time to time by the Managing Member and otherwise as customarily pertain to such offices. Any number of offices may be held by the same person. All officers will be subject to the supervision and direction of the Managing Member and may be removed from office by the Managing Member and the authority, duties or responsibilities of any officer of the LLC may be modified or suspended by the Managing Member from time to time, in each case in the sole discretion of the Managing Member.

     3.5. Authority of Members. Except as expressly provided in this Agreement, the Units do not confer any rights on the Members to participate in the conduct, control or management of the business of the LLC described in this Agreement, which conduct, control and management is vested exclusively in the Managing Member. Except as required by Law, or as expressly provided in (i) this Agreement, (ii) the Equityholders’ Agreement, or (iii) another separate written agreement with the LLC, which has been approved by a majority of the Independent Designees of the Managing Member, and all of the Members, no Member other than the Managing Member (and acting in that capacity) will take any part in the management or control of the operation or business of the LLC in its capacity as a Member, nor will any Member other than the Managing Member (and acting in that capacity) have any right, authority or power to act for or on behalf of or bind the LLC in his or its capacity as a Member in any respect.

     3.6. Action by Written Consent. Any action required or permitted to be taken by the Members under this Agreement will be taken if all Members holding Voting Units entitled to vote on such action consent thereto in writing.

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ARTICLE IV

DISTRIBUTIONS AND LOANS

     4.1. Distributions. Except as otherwise provided in this Article IV, distributions will be made by the LLC to the Members from time to time and in such amounts as are determined by the Managing Member in its discretion, pro rata in accordance with the Members’ respective Percentage Interests at the record date for the distribution.

     4.2. Liquidation Distributions. Notwithstanding Section 4.1, distributions made on the occurrence of a Dissolution Event will be made as provided in Section 9.3.

     4.3. Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Managing Member will not cause the LLC to make a distribution to any Member

     (a) unless a corresponding distribution or dividend has been paid by the Company or declared by the Company Board, with a record date that is prior to or the same as the record date of the distribution by the LLC to the Members, with respect to the Class A Common Stock or other securities of the Company that are entitled to receive dividends or other distributions in accordance with the Charter or other relevant organizational documents; provided that the LLC shall be entitled to pay the following distributions without any requirement that the Company declare a corresponding dividend or other distribution with respect to any shares or equity securities:

     (i) any distribution made under Section 4.4(a), Section 7.4(b) or Section 9.3, and

     (ii) any distribution under Section 4.1 used by the Company to pay or to establish reserves for payment of Excluded Amounts;

     or

     (b) if the distribution would violate the Act or other Law.

     4.4. Distributions for Taxes of the Company; Tax Loan to Sprint.

     (a) Three Business Days prior to

     (i) each date on which the Company is required to

               (A) make a deposit of U.S. federal estimated Taxes,

               (B) make a payment of U.S. federal Taxes in connection with the filing, or the extension of the date for filing, of a U.S. federal Tax Return with respect to a Taxable Year (other than a U.S. federal Tax Return filed in connection with the deposit of U.S. federal estimated Taxes) or

               (C) make a payment with respect to an assessment of U.S. federal Taxes not described in clause (A) or clause (B) above (each of clauses (A)-(C), a “Federal Tax Payment”) and

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     (ii) each date on which the Company is required to

               (A) make a deposit of state estimated Taxes,

               (B) make a payment of state Taxes in connection with the filing, or the extension of the date for filing, of a state Tax Return with respect to a Taxable Year (other than a state Tax Return filed in connection with the deposit of state estimated Taxes) or

               (C) make a payment with respect to an assessment of state Taxes not described in clause (A) or clause (B) above (each of clauses (A)-(C), a “State Tax Payment”),

the Managing Member will cause the LLC to make distributions to the Members pro rata in accordance with the Members’ respective Percentage Interests (determined as of the date set forth in clauses (v), (w), (x), (y) and (z) below) in amounts so that the aggregate portion distributed to the Company and its Company Disregarded Subsidiaries in each instance will be the amount required to provide the Company with the funds necessary to pay all Taxes then reasonably determined by the Company to be payable (or reasonably expected, within three Business Days after such distribution, to become payable) by the Company with respect to its distributive share of the LLC’s taxable income (including any items of income, gain, loss or deduction allocated to the Company under principles of Code Section 704(c)), after taking into account all net operating loss deductions and other Tax benefits reasonably expected to be available to the Company (“Covered Tax Liability”). For avoidance of doubt, the Covered Tax Liability of the Company for any taxable period shall be determined by including each Company Disregarded Subsidiary’s distributive share of the LLC’s taxable income (including any items of income, gain, loss or deduction allocated to such Company Disregarded Subsidiary under principles of Code Section 704(c)) for such taxable period. For purposes of this Section 4.4(a), a Member’s Percentage Interest shall be determined:

     (v) with respect to distributions in respect of a Federal Tax Payment described in clause (i)(A) of this Section 4.4(a), as of the date that is the last day in the immediately preceding period for which estimated federal Tax deposits are required to be determined by the Company;

     (w) with respect to distributions in respect of a Federal Tax Payment described in clause (i)(B) of this Section 4.4(a), as of the date that is the last day of the Taxable Year of the Company to which such Federal Tax Payment relates;

     (x) with respect to distributions in respect of a State Tax Payment described in clause (ii)(A) of this Section 4.4(a), as of the date that is the last day in the immediately preceding period for which state estimated Tax deposits are required to be determined by the Company

     (y) with respect to distributions in respect of a State Tax Payment described in clause (ii)(B) of this Section 4.4(a), as of the date that is the last day of the Taxable Year of the Company to which such State Tax Payment relates; and

     (z) with respect to any distribution pursuant to this Section 4.4(a) not described in clauses (v), (w), (x) or (y) above, as of the date on which the applicable distribution is made.

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The provisions of this Section 4.4(a) shall apply to a Person if that Person owned Units as of any of the dates specified in clauses (v) through (z) above with respect to such distribution, even if that Person no longer holds such Units on the date of the distribution. Notwithstanding anything in this Section 4.4(a) to the contrary, if a Person was a Unit Holding Company Stockholder on a date specified in clauses (v) through (z) above with respect to a distribution under this Section 4.4(a) but is not a Unit Holding Company Stockholder with respect to that Unit Holding Company on the date of such distribution by reason of a Holding Company Exchange, the distribution with respect to that Unit Holding Company shall be made to the Person that was the Unit Company Stockholder with respect to that Unit Holding Company on the applicable date specified in clauses (v) through (z). Any Person otherwise entitled to a distribution under this Section 4.4(a) may, by written notice to the LLC at any time prior to the payment of such distribution, waive its right to such distribution, which waiver may be (X) with respect to all of the Units owned or previously owned by such Person (or with respect to Units owned by a Unit Holding Company that any Person owns or previously owned) at the times specified in clauses (v) through (z) above, (Y) with respect to only a portion of such Units, and (Z) limited to a specified amount of distributions or with respect to specific dates specified in clauses (v) through (z) above, and any such waiver shall be irrevocable with respect to the distributions described therein. The provisions of this Section 4.4(a) shall apply without duplication with respect to each distribution payable hereunder and if, under the foregoing provisions, more than one Person would be entitled to receive the same distribution pursuant to this Section 4.4(a) (each, a “Potential Distributee”), such distribution shall be paid to the Person identified on a certificate delivered to the Managing Member and signed by all Potential Distributees with respect to such distribution.

     (b) If the LLC or any of its Subsidiaries enters into a transaction resulting in the recognition of any portion of the Built-In Gain with respect to a Former Sprint Asset other than in connection with (i) a Dissolution Event or (ii) the transfer of any Former Sprint Asset if such transfer results from an inability of the LLC to operate its wireless broadband network in certain territories or any court ordered requirement of divestiture of any such assets, in each case as a result of the Indemnified Litigation (a “Sprint Gain Transaction”), the Managing Member will cause the LLC to make available a loan to Sprint on terms that are consistent with the terms set forth on attached Exhibit A (a “Sprint Tax Loan”). The LLC will provide Sprint and the tax representative of Sprint identified pursuant to Section 5.11(b) with written notice of the transaction within five Business Days after the closing of a Sprint Gain Transaction and will provide to Sprint all information concerning the Sprint Gain Transaction as reasonably requested by Sprint. The LLC shall have no obligation to make a Sprint Tax Loan in respect of a Sprint Gain Transaction if Sprint has not provided the LLC with written notice of its intent to obtain a Sprint Tax Loan with respect to such Sprint Gain Transaction within 15 days of the receipt of such notice by Sprint and its tax representative from the LLC. Any Sprint Tax Loan in respect of a Sprint Gain Transaction shall be made to Sprint no later than the later of (x) five Business Days prior to the first date for corporate estimated income Tax deposits following the closing of the Sprint Gain Transaction and (y) the third Business Day after Sprint shall have provided the LLC with written notice pursuant to this Section 4.4(b) of its intent to obtain a Sprint Tax Loan with respect to a Sprint Gain Transaction.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS

     5.1. Initial Capital Contributions. The Members have made or are deemed to have made, on or before the Effective Date, Capital Contributions, and have acquired the number of Voting Units and Non-Voting Units specified opposite their respective names on Exhibit B (the “Register”). The Capital Account balance of each Member as of the Effective Date (the “Initial Capital Account”) is set forth opposite that Member’s name on Exhibit C. If an adjustment is made pursuant to Section 4.3(a) of the Transaction Agreement,

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     (i) the number of Class B Common Units owned by Intel and the Strategic Investors will be adjusted as provided in Section 4.3(a)(i) or (ii) of the Transaction Agreement, as the case may be, and

     (ii) the number of Voting Units and Class A Common Units owned by the Company will be adjusted pursuant to Section 4.3(a)(iii) or (iv) of the Transaction Agreement, as the case may be,

and, in each case, the Register will be revised accordingly. Upon any such adjustment, the Initial Capital Account of each of Sprint and the Company will be retroactively adjusted effective as of the Effective Date (an “Adjusted Initial Capital Account”) as follows (and Exhibit C shall be revised accordingly): The Adjusted Initial Capital Account will be:

     (x) in the case of Sprint, the product obtained by multiplying (i) Sprint’s Initial Capital Account by (ii) the quotient obtained by dividing the NewCo Volume Weighted Share Price (as defined in the Transaction Agreement) by $20.00 (i.e., if the NewCo Volume Weighted Share Price is $17.00, the adjusted Initial Capital Account of Sprint will be the product of the Initial Capital Account of Sprint multiplied by the fraction 17/20; alternatively, if the NewCo Volume Weighted Share Price is $23.00, the Adjusted Initial Capital Account of Sprint will be the product of the Initial Capital Account of Sprint multiplied by the fraction 23/20); and

     (y) in the case of the Company,

     (A) the amount of cash contributed by the Company to the LLC pursuant to Section 4.2 of the Transaction Agreement, plus

     (B) the product obtained by multiplying (I) the Company’s Initial Capital Account (except to the extent such Capital Account is attributable to the contribution of cash by the Company to the LLC pursuant to Section 4.2 of the Transaction Agreement) by (II) the quotient obtained by dividing the NewCo Volume Weighted Share Price (as defined in the Transaction Agreement) by $20.00.

The Members intend that the Adjusted Initial Capital Accounts of the Members (reduced by any Adjusted Initial Capital Account attributable to the Voting Units) shall be in proportion to their Percentage Interests immediately following such adjustments, and this Section 5.1 shall be interpreted consistently with that intent.

     5.2. No Additional Capital Contributions; Additional Funds.

     (a) Except as otherwise provided in this Article V or Article VII, no Member will be required to make additional Capital Contributions to the LLC without the consent of that Member or permitted to make additional Capital Contributions to the LLC without the consent of the Managing Member.

     (b) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member may, at any time and from time to time, determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”). Additional Funds may be obtained by the LLC, at the direction of the Managing Member, in any manner provided in, and in accordance with, the terms of this Agreement without the approval of any other Members.

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     (c) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to any Person, in each case on the terms as the Managing Member determines are appropriate, including making the indebtedness convertible, redeemable or exchangeable for Units or Common Stock, except that the LLC will not incur that indebtedness if

     (i) a breach, violation or default of the indebtedness would be deemed to occur by virtue of the Transfer of any LLC interest, or

     (ii) the indebtedness is recourse to any Member (unless the Member otherwise agrees).

     (d) Subject to Section 5.2(e), the Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to the Company if the indebtedness is, to the extent permitted by Law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the Company, the net proceeds of which are loaned to the LLC to provide the Additional Funds.

     (e) Except for the Secured Note (as defined in the Transaction Agreement), neither the LLC nor any of its Subsidiaries (other than a Subsidiary that is treated as a corporation for U.S. federal income tax purposes) will borrow any funds from any Member (including the Company) or any Member’s Affiliate, incur any indebtedness that is guaranteed by a Member or a Member’s Affiliate, or otherwise incur a liability that is not a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (any such arrangement, a “Specified Financing”), unless

     (i) the economic terms of such Specified Financing are more favorable, in the aggregate, than those that could be obtained by the LLC in a borrowing that is treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2), and

     (ii) each Member has been provided with at least 15 days’ prior written notice of the LLC’s intention to obtain the Specified Financing (including all material terms of the Specified Financing) and an opportunity during such 15-day period to make a good faith proposal for an alternative structure for the Specified Financing that:

     (A) has economic terms that are, in the aggregate, no less favorable to the LLC than the Specified Financing in all respects (other than insubstantial differences in economic terms),

     (B) has conditions to closing that are, in the aggregate, not more burdensome to the LLC than those in the Specified Financing (other than de minimis administrative burdens), and

     (C) will allow the indebtedness to be treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (a “Nonrecourse Alternative Financing”); provided that if the indebtedness cannot be structured as a Nonrecourse Alternative Financing under circumstances described in clauses (A) and (B) above, then any Member may propose an alternative structure that satisfies the requirements described in clauses (A) and (B) above and that will result in the indebtedness being allocated to the proposing Member under Code Section 752 in accordance with the Member’s Percentage Interest (or in such proposing Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest) (a “Recourse Alternative Financing”).

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     If the Managing Member receives from the Members competing Alternative Financing proposals, then the Managing Member will choose one such Alternative Financing proposal; provided, however that (x) Nonrecourse Alternative Financing proposals will be given precedence over Recourse Alternative Financing proposals and (y) the Managing Member will be required to implement a proposed Nonrecourse Alternative Financing if such proposal satisfies the requirements in clauses (A) and (B) above. The Managing Member will deliver to each Member notice and a description of the Alternative Financing proposal it has chosen. If that Alternative Financing proposal is a Recourse Alternative Financing, then each Member will have ten days from receipt of draft definitive documents with respect to such Recourse Alternative Financing to notify the Managing Member that such Member intends to participate in such Recourse Alternative Financing and the extent of such Member’s intended participation (it being understood that each Member will be entitled to participate in such Recourse Alternative Financing in accordance with the Member’s Percentage Interest (or in such Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest)). If the Managing Member does not receive notice from a Member under the preceding sentence within such ten-day period, the Member will be presumed to have elected not to participate in that Recourse Alternative Financing. Any Member participating in a Recourse Alternative Financing proposal will timely execute and deliver any and all documents that the Managing Member or the applicable lender may reasonably request to consummate that Recourse Alternative Financing.

     The Managing Member will cause the LLC to use its Reasonable Best Efforts to consummate the Alternative Financing, and the amount and terms of the Specified Financing shall be adjusted to take into account the Alternative Financing that is consummated. For the avoidance of doubt, (X) the LLC may enter into a Specified Financing that satisfies clause (i) of this Section 5.2(e), notwithstanding a Member’s proposal for Alternative Financing, if the Managing Member determines in good faith that such Alternative Financing is not, using Reasonable Best Efforts, feasible; (Y) no Member shall have any obligation to propose or participate in any Alternative Financing; and (Z) the LLC shall not enter into any Alternative Financing if such Alternative Financing would adversely affect a Member (not taking into account for this purpose an adverse effect to a Member resulting solely from an Alternative Financing qualifying as a “recourse liability” or a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(1) and (2), as the case may be) not participating in such Alternative Financing.

     5.3. Capital Accounts. There has been established for each Member on the books of the LLC, a capital account (each being a “Capital Account”). Each Member’s Capital Account will be maintained in accordance with the provisions of Regulations Section 1.704-1(b)(2)(iv) and the provisions of this Agreement. The Capital Account of each Member will be

     (a) credited with Capital Contributions made (or deemed to have been made) by that Member, all Profits (and any individual items of income or gain) allocated to that Member under Section 5.4 and any items of income or gain that are specially allocated to that Member under Sections 5.5 and 5.6; and

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     (b) debited with all Losses (and any individual items of loss or deduction) allocated to that Member under Section 5.4, any items of loss or deduction of the LLC specially allocated to that Member under Sections 5.5 and 5.6, and all cash and the Carrying Value of any property (net of liabilities assumed by that Member and the liabilities to which the property is subject) distributed by the LLC to that Member.

The Capital Account of each Member will also be adjusted appropriately to reflect any other adjustment required under Regulations Section 1.704-1 or 1.704-2. Any references in any section of this Agreement to the Capital Account of a Member will be deemed to refer to the Capital Account as it may be credited or debited from time to time as set forth above. In the event of any Transfer of any interest in the LLC in accordance with the terms of this Agreement, the Transferee will succeed to the Capital Account of the Transferor to the extent it relates to the Transferred interest.

     5.4. Allocations of Profits and Losses.

     (a) Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction will be allocated in a manner that results in the Partially Adjusted Capital Account Balance of each Member, immediately after making the allocation, being, as nearly as possible, equal (proportionately) to the distributions that would be made to the Member under Article IX if the LLC were dissolved, its affairs wound up and its assets were sold for cash equal to their Carrying Values, all LLC liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing the liability), including the LLC’s share of any liabilities of an entity treated as a partnership for U.S. federal income tax purposes of which the LLC is a member, and the net assets of the LLC were distributed in accordance with Article IX to the Members immediately after making the allocation.

     (b) The Members agree that (i) any amount paid to the LLC by Sprint pursuant to Article 13 of the Transaction Agreement shall be treated as an additional Capital Contribution by Sprint of such amount (without the issuance of any additional Units) and (ii) Section 5.4 shall be applied by specially allocating to Sprint, to the greatest extent possible, items of deduction and loss of the LLC attributable to the events giving rise to such payment by Sprint.

     5.5. Special Allocations. The following special allocations will be made in the following order:

     (a) Minimum Gain Chargeback. If there is a net decrease in LLC Minimum Gain during any Taxable Year, each Member will, to the extent required by Regulations Section 1.704-2(f), be specially allocated items of LLC income and gain for the Taxable Year (and, to the extent required by Regulations Section 1.704-2(j)(2)(iii), subsequent Taxable Years) in an amount equal to that Member’s share of the net decrease in LLC Minimum Gain. Allocations under the previous sentence will be made in accordance with Regulations Section 1.704-2(f)(6). This Section 5.5(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and will be interpreted consistently with that intent.

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     (b) Member Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Taxable Year, each Member who has a share of that Member Nonrecourse Debt Minimum Gain as of the beginning of the Taxable Year will, to the extent required by Regulations Section 1.704-2(i)(4), be specially allocated items of LLC income and gain for the Taxable Year (and, if necessary, subsequent Taxable Years) equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Allocations under the previous sentence will be made in accordance with Regulations Section 1.704-2(i)(4). This Section 5.5(b) is intended to comply with the requirement in Regulations Section 1.704-2(i)(4) and will be interpreted consistently with that intent.

     (c) Limitations on Loss Allocations. With respect to any Member, notwithstanding the provisions of Section 5.4, the amount of Loss for any Taxable Year or other period that would otherwise be allocated to a Member under Section 5.4 will not cause or increase a deficit Adjusted Capital Account Balance. Any Loss in excess of the limitation set forth in this Section 5.5(c) will be allocated among the Members, pro rata, to the extent each, respectively, has a positive Adjusted Capital Account Balance.

     (d) Qualified Income Offset. If any Member receives an unexpected adjustment, allocation, or distribution described in Regulations Section l.704-l(b)(2)(ii)(d)(4-6) in any Taxable Year or other period which would cause the Member to have a deficit Adjusted Capital Account Balance as of the end of the Taxable Year or other period, items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain) will be specifically allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit in the Member’s Adjusted Capital Account Balance as quickly as possible. This Section 5.5(d) is intended to comply with the qualified income offset provision in Regulations Section l.704-l(b)(2)(ii)(d) and will be interpreted consistently therewith.

     (e) Gross Income Allocation. If any Member would otherwise have a deficit Adjusted Capital Account Balance as of the last day of any Taxable Year or other period, individual items of income and gain of the Company will be specifically allocated to the Member (in the manner specified in Section 5.5(d)) so as to eliminate the deficit as quickly as possible.

     (f) Nonrecourse Deductions. Nonrecourse Deductions for any Taxable Year or other period will be specially allocated to the Members in proportion to their Percentage Interests.

     (g) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Taxable Year or other period will be specially allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as that term is defined in Regulations Section 1.704-2(b)(4)) to which the Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1).

     5.6. Curative Allocations. The allocations set forth in Section 5.5(a) — (g) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations under this Section 5.6. Therefore, notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Managing Member will make offsetting special allocations in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance the Member would have had if the Regulatory Allocations were not part of the Agreement and all LLC items were allocated under Section 5.4. In exercising its discretion under this Section 5.6, the Managing Member will take into account future Regulatory Allocations under Sections 5.5(a) and 5.5(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 5.5(f) and 5.5(g).

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     5.7. Other Allocation Rules.

     (a) (i) Subject to Section 5.7(a)(ii), for purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and other items will be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Regulations thereunder; provided that in the case of a Transfer of Units or other equity interests in the LLC, the Managing Member shall, upon request of the Transferor or Transferee, promptly notify the Transferor and Transferee of the method that it will use to allocate Tax items for the Taxable Year of the Transfer between the Transferor and Transferee, and unless the next sentence applies shall use such method to effect such allocation. If the Transferor and Transferee desire to use a method that differs from such method, and the desired method is permitted by the Code as determined by the Managing Member in its reasonable discretion, the Managing Member shall use such other method, but only if (i) the Transferor and Transferee submit a written request to the Managing Member indicating the method they desire to use within ten days after the applicable Transfer, (ii) the Transferor and Transferee agree in a manner reasonably satisfactory to the Managing Member to reimburse the LLC for the reasonable incremental costs, if any, incurred in applying such method and (iii) such other method does not adversely affect the other Members any more than the method initially selected by the Managing Member.

     (ii) For purposes of determining Profits, Losses, or any other items allocable to Class B Common Units exchanged pursuant to Section 7.9 (including pursuant to a Holding Company Exchange), the Managing Member shall, in accordance with Regulations Section 1.706-1(c)(2), allocate such items using an interim closing of the LLC’s books as of the date of such exchange.

     (b) Except as otherwise provided in this Agreement, all items of LLC income, gain, loss, deduction, and any other allocations not otherwise provided for will be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the Taxable Year.

     (c) For purposes of determining the Members’ shares of “nonrecourse liabilities” (as that term is defined in Regulations Section 1.752-1(a)(2)), any “excess nonrecourse liabilities” (as that term is defined in Regulations Section 1.752-3(a)(3)) will be allocated among the Members in accordance with their Percentage Interests.

     (d) For U.S. federal income tax purposes, the Clearwire Pre-Closing Indebtedness and the Sprint Pre-Closing Financing are treated as having been assumed by the LLC pursuant to the Transaction Agreement. The LLC’s assumption of liabilities of Clearwire and Sprint in connection with their initial Capital Contributions described in Section 5.1 will be treated by the LLC as the assumption of “qualified liabilities” under Regulations Section 1.707-5(a)(6)(i)(D) except as otherwise required by Law in respect of any indebtedness issued by Clearwire prior to the Closing in accordance with Sections 10.1(b)(iv)(F) or 10.1(b)(iv)(H) of the Transaction Agreement.

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     5.8. Code Section 704(c); Tax Allocations.

     (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the LLC will, solely for Tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the property to the LLC for U.S. federal income tax purposes and its initial Carrying Value (i) using the “remedial method” under Regulations Section 1.704-3(d) with respect to (x) the Former Clearwire Assets and (y) Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in the Former Sprint Assets (the assets described clause (y), “Sprint Remedial Assets”) and (ii) using the “traditional method” under Regulations Section 1.704-3(b) with respect to Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in the Former Sprint Assets (the “Sprint Traditional Assets”). The Sprint Remedial Assets and Sprint Traditional Assets shall be designated in a manner such that the annual Tax deductions with respect to the Sprint Remedial Assets are, to the greatest extent possible, equal to the annual Tax deductions that would have been allocated with respect to the Sprint Traditional Assets had the LLC elected the remedial method with respect to the Sprint Traditional Assets. The Managing Member shall, as promptly as possible after the date hereof, designate the Former Sprint Assets as Sprint Remedial Assets and Sprint Traditional Assets, as the case may be, in accordance with the terms of this Section 5.8(a). Any disagreement concerning the designations of the Sprint Remedial Assets and the Sprint Traditional Assets will be resolved as provided in Section 5.11(e).

     (b) If the Carrying Value of any LLC asset is adjusted under clauses (i), (ii), or (iii) of the definition of Carrying Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset will take account of any variation between the Carrying Value thereof immediately before such adjustment and the Carrying Value thereof immediately after such adjustment (such difference, a “Reverse 704(c) Layer”) in accordance with the principles of Section 704(c) and Regulations Section 1.704-3(a)(6) using the “traditional method” under Regulations Section 1.704-3(b). For this purpose and except to the extent required by the Regulations, none of the adjusted basis of an asset shall be allocated to a Reverse 704(c) Layer.

     (c) Except as otherwise provided in this Section 5.8, any elections or other decisions relating to allocations will be made by the Managing Member acting reasonably and in good faith. Allocations under this Section 5.8 are solely for purposes of U.S. federal, state, and local Taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions under any provision of this Agreement.

     (d) In accordance with Regulations Section 1.704-3(a)(7), upon the Transfer of any Units originally issued to Sprint, the Transferee shall be allocated a share of the built-in gain or loss as of the time of the Transfer, as well as a share of the built-in gain or loss subject to the remedial method under Regulations Section 1.704-3(d) and a share of the built-in gain or loss subject to the traditional method under Regulations Section 1.704-3(b) (in each case prior to any adjustment under Code Section 743(b) that may apply as a result of such Transfer), that would otherwise be allocable to the Transferor that is in the same proportion to the total amounts of such built-in gain or loss otherwise allocable to the Transferor as the number of Units so Transferred is to the total number of Units held by the Transferor immediately prior to the Transfer.

     (e) Income, gain, loss, deduction and credit of the LLC for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding items were allocated among the Members pursuant to Sections 5.4, 5.5 or 5.6.

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     5.9. Tax Withholding.

     (a) The LLC will withhold and pay over to the Internal Revenue Service or other applicable Taxing authority all Taxes or withholdings, and all interest, penalties, additions to Tax, and similar liabilities in connection therewith or attributable thereto (“Withheld Taxes”) to the extent that the Tax Matters Member in good faith determines that withholding or payment is required by the Code or any other Law. The Tax Matters Member in good faith will determine to which Member the Withheld Taxes are attributable. For example, Withheld Taxes measured with respect to a Member’s distributive share of the LLC’s income, gain, or other LLC item would be attributable to that Member. All Withheld Taxes will be withheld against the amounts otherwise distributable to the Member to which the Withheld Taxes are attributable, and any amounts so withheld will be treated as a distribution to that Member. If any Withheld Taxes attributable to a Member exceed the amount otherwise distributable to the Member, the excess will be considered a loan (a “Withholding Loan”) by the LLC to the Member.

     (b) The borrowing Member shall have the right to prepay, in whole or in part, a Withholding Loan at any time and shall be required to repay any such Withholding Loan within ten days after the Tax Matters Member delivers a written demand therefor, together with interest from the date the loan was made until the date of the repayment at a rate per annum equal to the LLC’s cost of debt capital, as reasonably determined by the Managing Member. Absent prior demand, the maturity of the Withholding Loan will be the date of dissolution of the LLC. If a Withholding Loan is not paid when due, distributions from the LLC to the borrowing Member (including distributions pursuant to Section 4.4(a)) may be withheld and applied toward repayment of the accrued and unpaid interest and principal on such Withholding Loan, with any amounts so withheld being treated as having been distributed to the borrowing Member for purposes of this Agreement.

     5.10. Successors in Interest. If a Member Transfers all or part of its Units in accordance with this Agreement, references in this Article V to amounts previously contributed by the Member or to amounts previously allocated or distributed to the Member will refer to the Transferee to the extent they pertain to the Transferred interest.

     5.11. Other Tax Matters.

     (a) The Managing Member will be the initial “tax matters partner” of the LLC within the meaning of Code Section 6231(a)(7) (the “Tax Matters Member”). The Tax Matters Member will take reasonable action to cause each other Member to be treated as a “notice partner” within the meaning of Code Section 6231(a)(8). All reasonable expenses incurred by a Member while acting in its capacity as Tax Matters Member will be paid or reimbursed by the LLC and the exculpation and indemnification provisions of Article X will apply to the Managing Member acting in its capacity as the Tax Matters Member.

     (b) Each Member shall have the right to designate a tax representative (which, with respect to the Company, will be a tax attorney or accountant appointed, from time to time, by the chairperson of the Audit Committee (the “Company Tax Representative”)), which person will be given at least five Business Days advance notice from the Tax Matters Member of the time and place of, and will have the right to participate in (and the LLC and the Tax Matters Member will take any actions as may be necessary to cause the tax matters partner of any Partnership Subsidiary to extend to each Member and the Company Tax Representative the right to participate in):

     (i) any material aspect of any administrative or judicial proceeding relating to the determination of partnership items at the LLC level (or at the level of any Partnership Subsidiary); and

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     (ii) any material discussions with the Internal Revenue Service or other Taxing authority relating to allocations under Article V (or under the operating agreement of any Partnership Subsidiary).

The Tax Matters Member will not, and the LLC will not permit the tax matters partner of any Partnership Subsidiary to, initiate any action or proceeding in any court, extend any statute of limitations, settle any material income or franchise Tax dispute, or take any other action contemplated by Code Sections 6222 through 6234 that would legally bind any other Member, the LLC or any Partnership Subsidiary without approval of the affected Member(s) (which, in the case of the Company, will require approval of the Company Tax Representative), which approval may not be unreasonably withheld, conditioned or delayed, except that for this purpose, it will not be unreasonable for a Member to withhold the approval if the action proposed to be taken could materially and adversely affect such Member. A Member may designate a replacement tax representative by providing written notice of such change to the Managing Member.

     (c) The Tax Matters Member will timely cause to be prepared all U.S. federal, state, local and foreign Tax returns and reports (including amended returns) of the LLC or any Partnership Subsidiary for each year or period that the returns or reports are required to be filed and, subject to the remainder of this subsection, will cause the Tax returns to be timely filed. All federal and material state income and franchise Tax returns of the LLC or any Partnership Subsidiary will be prepared or reviewed by a national accounting firm selected by the Company Board or a committee of the Company, and no later than 30 days before filing of such Tax returns, the Tax Matters Member will provide copies of all such Tax returns to the tax representative of each Member and to the Company Tax Representative for review. The Members and the Company Tax Representative shall be entitled to provide comments on such Tax returns to the Tax Matters Member no later than 15 days after receiving copies of the Tax returns, and the Tax Matters Member will incorporate the comments, where reasonable, before filing the returns. The other Members and the Company Tax Representative will take such actions as are reasonably requested by the Tax Matters Member in connection with the preparation of the income and franchise Tax returns of the LLC and any Partnership Subsidiary so as to ensure that all the returns are filed on a timely basis and no filing penalties are incurred to the extent reasonably possible.

     (d) Within 90 days after the end of each Taxable Year, or as soon as reasonably practical thereafter, the Tax Matters Member will prepare and send, or cause to be prepared and sent, to each Person who was a Member at any time during the Taxable Year, copies of the information required for U.S. federal, state, local and foreign income Tax reporting purposes, including copies of Form 1065 and Schedule K-1 or any successor form or schedule, for that Person. At any time after the information has been provided, on at least five Business Days’ notice from a Member or the Company Tax Representative, the Tax Matters Member will also provide each Member and the Company Tax Representative with a reasonable opportunity during ordinary business hours to review and make copies of all work papers related to the information or to any return prepared under subsection (c) above. At the request of any Member, as soon as practicable following the end of each period for which corporate estimated Tax deposits are required to be made (and in any event not later than ten days after the end of such period), the Tax Matters Member will also cause to be provided to each Member an estimate of each Member’s share of all items of income, gain, loss, deduction and credit of the LLC for the estimated Tax period just completed and for the Taxable Year to date for U.S. federal income tax purposes. The Managing Member will provide to the Members and the Company Tax Representative any material true-ups, corrections or changes to any information previously provided under this Section 5.11(d) as soon as reasonably practicable after becoming aware that a material true-up, correction or change is appropriate.

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     (e) At the request of any Member or the Company Tax Representative, the Tax Matters Member will cause the LLC’s tax attorneys and accountants to confer with the other Members and the Company Tax Representative and their attorneys and accountants on any material matters relating to any LLC or Partnership Subsidiary Tax return, Tax election, Tax dispute, Tax valuation (including the determination of the initial Carrying Value of any property) or other item affecting the Taxes of the LLC, its Subsidiaries or the Members the resolution of which is not otherwise expressly provided for in this Agreement. The Members (including the Company Tax Representative) will use their good faith efforts to resolve any such matters in a mutually satisfactory manner. If, after those efforts have continued for 15 Business Days, no mutually satisfactory solution has been reached, the matter will be resolved by the unanimous vote of the Members of the CFO Committee. If the CFO Committee cannot unanimously agree to the resolution of the matter, the matter will be resolved by the Neutral Accountants.

     (f) With respect to any Tax information provided by the Tax Matters Member to a Member or the Company Tax Representative under Sections 5.11(b) — (e), the same information will be provided to the other Members and the Company Tax Representative, as applicable, at the same time, unless a Member or the Company Tax Representative requests that it not be provided that information.

     (g) (i) Unless the LLC has a Bona Fide Non-Tax Business Need, the LLC and its Subsidiaries will not enter into a taxable sale or other taxable disposition of Former Clearwire Assets or Former Sprint Assets that are intangible property and that would cause the recognition for income Tax purposes (disregarding the possible use of the installment reporting method under Code Section 453) of Built-In Gains arising from such sales or other dispositions in excess of $10 million to be allocated to the Company or Sprint under Code Section 704(c) during any period of 36 months (a “Significant BIG Disposition”); provided that a Significant BIG Disposition will not include the disposition of any Former Clearwire Assets or Former Sprint Assets if such disposition results from an inability of the LLC to operate its wireless broadband network in certain territories or any court ordered requirement of divestiture of any such assets, in each case as a result of the Indemnified Litigation.

     (ii) At least ten Business Days prior to entering into a binding contract for a Significant BIG Disposition, the Managing Member will send a written notice to all Members and their tax representatives that sets forth all material terms of the Significant BIG Disposition. Within ten Business Days of receipt of such notice, the Company Tax Representative or Sprint, as the case may be, will have the right to request a written certification by the chief financial officer of the Managing Member that the Significant BIG Disposition is motivated by a Bona Fide Non-Tax Business Need (a “CFO Certificate”). If a CFO Certificate is requested with respect to a Significant BIG Disposition, the LLC and its Subsidiaries will not consummate the Significant BIG Disposition unless the CFO Certificate is delivered to the Members.

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     (iii) If the Managing Member approves a Significant BIG Disposition that involves a taxable sale or other taxable disposition of Former Sprint Assets, Sprint shall have the right, within 15 Business Days of receipt of the CFO Certificate, to transfer Class B Common Stock and Class B Common Units to one or more Sprint Unit Holding Companies that will be entitled to complete Holding Company Exchanges. During such 15-Business Day period, the LLC shall not enter into a binding contract for the Significant BIG Disposition, and the Managing Member will reasonably cooperate with Sprint in consummating any such Holding Company Exchanges within the 15-Business Day period.

     5.12. Tax Classification. The parties will treat the LLC as a partnership for U.S. federal and all applicable state and local income tax purposes, and no Member will take any action inconsistent with such treatment for U.S. federal, state and local income tax purposes unless (i) the Company causes the LLC to be treated other than as a partnership in accordance with, and subject to the conditions of, the Equityholders’ Agreement or (ii) there has occurred a change in law or final determination to the contrary. The Managing Member will take any reasonable action within its power required under the Code and applicable Regulations to cause the LLC to be treated as a partnership for U.S. federal income tax purposes. To the extent the previous sentence does not govern the state and local classification of the LLC, the Managing Member will take any reasonable action within its power as may be required under any state or local Law applicable to the LLC to cause the LLC to be treated as, and in a manner consistent with, a partnership for state or local income tax purposes. The parties will treat Clearwire Sub LLC, Sprint LLC and each of the Transfer Entities as entities disregarded as separate from the LLC in accordance with Regulations Section 301.7701-2(c)(2). The LLC will not take any action inconsistent with that treatment for U.S. federal income tax purposes other than in accordance with the procedures set forth in Section 2.7(a)(vi) of the Equityholders’ Agreement.

     5.13. Tax Elections. Except as otherwise provided this Agreement, all elections required or permitted to be made by the LLC under the Code (or Law) will be made as determined by the Managing Member, acting reasonably and in good faith, to be in the best interest of the Members as a group. Notwithstanding the foregoing, (i) the LLC shall make and maintain in effect a valid election under Code Section 754 and (ii) if the LLC does not otherwise qualify as a partnership under Code Section 6231(a)(l) which is subject to the TEFRA partnership audit rules, the Tax Matters Member will cause the LLC to make an election under Code Section 6231(a)(1)(B)(ii) to subject the LLC to the TEFRA partnership audit rules.

ARTICLE VI

BOOKS AND RECORDS; REPORTS

     At all times during the continuance of the LLC, the LLC will prepare and maintain separate books of account for the LLC in accordance with GAAP. The LLC will keep at its principal office the following:

     (a) a current list of the full name and the last known street address of each Member;

     (b) a copy of the Original Operating Agreement;

     (c) a copy of the Certificate and this Agreement and all amendments thereto;

     (d) copies of the LLC’s federal, state and local income Tax returns and reports, if any, for the three most recent years; and

     (e) copies of any financial statements, if any, of the LLC for the six most recent Taxable Years.

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ARTICLE VII

COMPANY UNITS

     7.1. Units.

     (a) Interests in the LLC are represented by one or more classes of Units. The Units initially will be divided into Voting Units and Non-Voting Units, and the Non-Voting Units will be designated as Class A Common Units or Class B Common Units. The Register contains the name, Class and number of Units owned by each Member as of the Effective Date. The Register will be revised from time to time by the Managing Member to reflect the admission or withdrawal of a Member or the issuance, Transfer, assignment, redemption, repurchase, acquisition, conversion, relinquishment to the Company or other cancellation or termination of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth on the Register.

     (b) Notwithstanding any other provision of this Agreement, Units issued by the LLC after the Effective Date to Persons who are not members of an Equityholder Group will be deemed for purposes of Section 8.1(a)(iii) to be Units proposed to be Transferred by the Managing Member and will, accordingly, be subject to the provisions of Section 8.1(a)(iii), mutatis mutandis, as if such issuance by the LLC were a transfer by the Managing Member and treating holders of Units so issued as members of the Managing Member’s Equityholder Group.

     7.2. Register. The Register will be the definitive record of ownership of each Unit and all relevant information with respect to each Member. Unless the Managing Member determines otherwise, Units will be uncertificated and recorded in the books and records of the LLC.

     7.3. Splits, Distributions and Reclassifications. The LLC will not in any manner subdivide (by any Unit split, Unit distribution, reclassification, recapitalization or otherwise) or combine (by reverse Unit split, reclassification, recapitalization or otherwise) any class or series of the outstanding Units unless an identical event is occurring with respect to

     (a) all other classes or series of the outstanding Units, and

     (b) all classes or series of Equity Securities (including Class A Common Stock and Class B Common Stock),

in which event the Managing Member will cause the classes or series of Units to be subdivided or combined concurrently with and in the same manner and to the same extent as the classes or series of Equity Securities of the Company.

     7.4. Cancellation or Redemption of Equity Securities and Units.

     (a) Any time a share of Class B Common Stock is exchanged as set forth in Section 7.9 for a share of Class A Common Stock, then one Class B Common Unit will be cancelled without any further consideration other than that specified in Section 7.9, and one Class A Common Unit and one Voting Unit will be issued to the Company.

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     (b) Any time any shares of Class A Common Stock or other Equity Securities are redeemed, repurchased, acquired, cancelled or terminated by the Company (other than any shares of Class A Common Stock or Equity Securities that were issued by the Company to fund Other Business Activities), the Managing Member will cause the same number of Class A Common Units and the same number of Voting Units (or the same number of comparable securities of the LLC, as applicable) in the name of the Company to be redeemed, repurchased, acquired, cancelled or terminated by the LLC for the same consideration, if any, as the consideration paid by the Company so that the number of Class A Common Units held by the Company at all times equals the number of shares of Class A Common Stock outstanding. If the Company redeems shares of Class B Common Stock (other than any shares of Class B Common Stock that were issued by the Company to fund Other Business Activities) for cash, the Managing Member will simultaneously cause the same number of Voting Units in the name of the Company to be redeemed for the same cash consideration.

     (c) If a Member Transfers a share of Class B Common Stock (as otherwise permitted by the Equityholders’ Agreement and the Charter) without Transferring a corresponding Unit in accordance with the terms of this Agreement, the share of Class B Common Stock will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.

     (d) If a Member Transfers a Class B Common Unit (as permitted by this Agreement) without Transferring a corresponding share of Class B Common Stock, the corresponding number of shares of Class B Common Stock held by that Member will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.

     (e) If, pursuant to Section 2.13(e) or Section 2.13(f) of the Equityholders’ Agreement, Sprint is reissued shares of Class B Common Stock in exchange for a payment to the Company of an amount in cash equal to the aggregate Par Value of the shares of Class B Common Stock to be so reissued, then the Company will contribute to the LLC the amount of cash so received from Sprint and the LLC will issue to the Company a number of Voting Units equal to the number of shares of Class B Common Stock reissued to Sprint.

     7.5. Incentive Plans. At any time the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option or the grant of a restricted share award or otherwise), the following will occur:

     (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a fair market value equal to the original principal balance of that promissory note) received by the Company with respect to the share of Class A Common Stock, if any, will be paid or transferred by the Company to the LLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the LLC by the person to whom the share of Class A Common Stock is to be issued;

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     (b) the Company will be deemed to make an additional Capital Contribution to the LLC of an amount of cash equal to

     (i) the current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option is exercised), reduced by

     (ii) the amount paid to the LLC as described under subsection (a) above;

     (c) the LLC will be deemed to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of

     (i) the additional deemed Capital Contribution made by the Company to the LLC in subsection (b) above and

     (ii) the amount paid to the LLC as described under subsection (a) above,

and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the LLC to own the shares for any purpose, including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote);

     (d) in exchange for the payment by the Company to the LLC described in subsection (a) above and the deemed Capital Contribution by the Company to the LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of the Company), the LLC will issue to the Company one Class A Common Unit and one Voting Unit registered in the name of the Company for each share of Class A Common Stock issued by the Company under the Incentive Plan;

     (e) the LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with the allocation rules in Article V;

     (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including, without limitation, the reversion of that share of Class A Common Stock to the Company, the cancellation of the Class A Common Unit and Voting Unit issued to the Company and the reversal, if and to the extent required by Regulations Section 1.83-6(c) or other applicable Tax law, of any compensation deductions previously allocated to the Members; and

     (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the LLC.

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     7.6. Exercisable Rights. Except as provided in Section 7.5 and Section 7.9, any time the Company issues any shares of capital stock on the exercise of any rights, options, warrants or any convertible or exchangeable securities having the right to convert into, exchange for, subscribe for or purchase any shares of Class A Common Stock or other capital stock of the Company (“Exercisable Rights”), other than shares of Class A Common Stock or other capital stock issued on the exercise of Exercisable Rights attributable to the funding by the Company of any Other Business Activities, the following will occur:

     (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner) received by the Company with respect to the share of Class A Common Stock or other capital stock of the Company, if any, will be concurrently transferred and paid by the Company to the LLC as an additional Capital Contribution; and

     (b) on the date an Exercisable Right is exercised, the LLC will issue Units as follows:

     (i) in the case of an issuance of shares of Class A Common Stock on the exercise of Exercisable Rights, the LLC will issue to the Company an equal number of Class A Common Units and an equal number of Voting Units registered in the name of the Company; and

     (ii) in the case of an issuance by the Company of any other capital stock on the exercise of Exercisable Rights, then the LLC will issue an equal number of Units of a class or series of Units as the corresponding class or series of Equity Securities issued by the Company with respect to the exercise of the Exercisable Rights.

The Members agree to treat the issuance of Units pursuant to this Section 7.6 as having been issued upon the exercise of rights issued under Section 7.7(a) and in accordance with Proposed Treasury Regulations Sections 1.704-1(b)(2)(iv)(s) and 1.704-1(b)(4)(ix) (and any successor provisions thereto).

     7.7. Issuances of Equity Securities.

     (a) Except as provided in Sections 7.5 or 7.6 or Sections 7.7(b) and (c) below, and except for any Equity Securities issued by the Company to fund Other Business Activities, which will not be taken into consideration for purposes of applying this Section 7.7, any time the Company issues any Equity Securities (other than compensatory options issued pursuant to an Incentive Plan), the following will occur:

     (i) the Company will contribute to the capital of the LLC an amount of cash equal to the issue price of the Class A Common Stock or other Equity Securities (or, in the case of the issuance of Equity Securities in exchange for property, then the property received in exchange for the issuance of those Equity Securities) and the Capital Account of the Company will be increased by the amount of cash and the fair market value of the property contributed;

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     (ii) the LLC will issue Units or other securities as follows:

     (A) in the case of an issuance of shares of Class A Common Stock, the LLC will issue an equal number of Class A Common Units to the Company and an equal number of Voting Units registered in the name of the Company; and

     (B) in the case of an issuance of any securities not covered under clause (A), the LLC will issue an equal number of Units or other securities (including Voting Units, if applicable) with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to the Company, its Subsidiaries or direct or indirect parent entities) that are substantially the same as the designations, preferences and other rights, terms and conditions of the other Equity Securities, registered in the name of the Company.

     (b) If a holder of Class B Common Units exercises its preemptive rights under Section 3.5(c) of the Equityholders’ Agreement to purchase Alternative New Securities (as described in such Section 3.5(c)) in lieu of New Securities (as defined in the Equityholders’ Agreement), the holder of Class B Common Units will be entitled to purchase a number of Alternative Units as provided under Section 3.5(c) of the Equityholders’ Agreement in connection with that exercise of preemptive rights. The Alternative Units purchased in accordance with the preceding sentence will have economic and other rights (other than voting rights) that are the same as the economic and other rights (other than voting rights) of the applicable New Securities. The price paid for the Alternative Units will be that portion of the price for the New Securities set forth in the Notice of Issuance delivered pursuant to Section 3.5(b) of the Equityholders’ Agreement allocated between the Company and the LLC based on the relative value of the Alternative Voting Securities and the Alternative Units. The portion of the purchase price attributable to Alternative Voting Securities will be payable to the Company and the Company will contribute such amount to the LLC in exchange for an equal number of Voting Units registered in the name of the Company. The portion of the purchase price attributable to the Alternative Units will be payable directly to the LLC as provided in Section 3.5(g) of the Equityholders’ Agreement and the Capital Account of the holder of Class B Common Units shall be adjusted accordingly.

     (c) The intent of this Section 7.7 and Sections 7.3, 7.4, 7.5 and 7.6 is to ensure that

     (i) the number of Voting Units held by the Company and any of its Subsidiaries will at all times equal the sum of

     (A) the number of shares of Class A Common Stock outstanding, and

     (B) the number of shares of Class B Common Stock outstanding, and

     (C) without duplication, the number of Voting Securities (as defined in the Equityholders’ Agreement) outstanding, and

     (ii) the number of Class A Common Units held by the Company will at all times equal the number of shares of Class A Common Stock outstanding; and

     (iii) the number of Class B Common Units outstanding will at all times equal the number of shares of Class B Common Stock outstanding;

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except that, (x) with respect to subsection (iii) above, if a redemption of shares of Class B Common Stock has occurred under Sections 7.4(c), 7.4(d), 7.11(b), 8.2(b) or 8.2(c) or Section 2.13(d) of the Equityholders’ Agreement, then the number of shares of Class B Common Stock that are outstanding will equal the number of outstanding Class B Common Units less the number of shares of Class B Common Stock so redeemed, and the provisions of this Section 7.7 and Sections 7.3, 7.4, 7.5 and 7.6 will be interpreted consistently with that intent and (y) any Equity Securities issued by the Company to fund Other Business Activities, will not be taken into consideration for purposes of applying this Section 7.7.

     7.8. Registered Members. The LLC will be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and will not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it will have express or other notice thereof, except as otherwise provided by the Act.

     7.9. Exchange of Units.

     (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”), each holder of a Unit (other than the Company and its Subsidiaries) will be entitled to exchange, from time to time, any or all of the holder’s Units, as follows:

     (i) in the case of Class B Common Units, one Class B Common Unit together with one share of Class B Common Stock will be exchangeable for one share of Class A Common Stock (the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and

     (ii) in the case of Units other than Class B Common Units, the Units will be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Units, including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”).

If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”).

     (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock.

     (c) Any exchange right under Section 7.9(a) will be exercised by a written notice to the Company and the LLC from the holder of the Units (the “Exchange Notice”)

     (i) stating that the holder desires to exchange a stated number of Units and capital stock of the Company under Section 5.1 of the Charter and Section 7.9(a), and

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     (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”).

The Exchange Notice must be accompanied by instruments of transfer to the Company, in form satisfactory to the Company and to the Company’s transfer agent (the “Transfer Agent”), duly executed by the holder or the holder’s duly authorized attorney, and transfer Tax stamps or funds therefor, if required under Section 7.9(g), in respect of the Units to be exchanged, in each case delivered during normal business hours at the offices of the Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will be entitled to exchange the Unit if the exchange would be prohibited under Law.

     (d) On the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.9 and the payment in cash to the Company of any amount required by Section 7.9(g), the Company will deliver or cause to be delivered, as the case may be, at the offices of the Company or at the office of the Transfer Agent, the number of shares of Class A Common Stock or other Equity Securities issuable on the exchange, issued in the name or names as the holder may direct. On the Exchange Date, all rights of the holder of the exchanged Units as a Member of the LLC with respect to the Units will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or other Equity Securities.

     (e) The Exchange Rate will be adjusted accordingly if there is:

     (i) any Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Equity Securities; or

     (ii) any Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Units. In the event of a Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of Equity Securities, then a holder of the corresponding class or series of Units will be entitled to receive on exchange the amount of the security that the holder would have received if the exchange of Units had occurred immediately before the effective date of the Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will be made on the exchange of any Unit, except that if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered holder of the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date.

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     (f) The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on exchange of Units (together with any corresponding Equity Securities), the number of Equity Securities issuable on the exchange of all the outstanding Units, except that nothing in this Agreement will be construed to preclude the Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that are held in the treasury of the Company. The Company covenants that all Equity Securities that are issued on exchange of Units will, on issue, be validly issued, fully paid and non-assessable.

     (g) The issuance of Equity Securities on exchange of Units will be made without charge to the holders of the Units for any stamp or other similar Tax in respect of the issuance, except that if the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will pay to the Company the amount of any Tax payable in respect of any transfer involved in the issuance or will establish to the satisfaction of the Company that the Tax has been paid or is not payable.

     (h) In addition to the exchange right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), any holder of 100% of the equity securities of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.9(h), the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the Company.

     7.10. Preemptive Rights.

     (a) Each Member (other than the Company, but including Eagle River for purposes of this Section 7.10) will have the right to purchase its Preemptive Right Pro Rata Share (as defined below) of New Units (as defined in Section 7.10(d)) that the LLC may from time to time propose to issue. A Member’s (other than Eagle River’s) “Preemptive Right Pro Rata Share” will be, at any given time, that proportion, calculated before any proposed issuance of New Units, that the number of Common Units owned by a Member at that time bears to the total number of Common Units issued and outstanding at that time. For purposes of this Section 7.10, Eagle River’s Preemptive Right Pro Rata Share will equal a number of Units that corresponds to the number of shares of New Securities that Eagle River would have been entitled to purchase as its Preemptive Right Pro Rata Share under Section 3.5 of the Equityholders’ Agreement had the New Units been New Securities issued by the Company.

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     (b) If the LLC proposes to issue New Units, it will give the Members a written notice (the “Notice of Issuance”) of its intention to sell New Units, setting forth the price, the identity of the proposed purchaser(s) (if known) and the principal terms on which the LLC proposes to issue the New Units. Each Member (other than the Company) will have 30 days from the date of receipt of any Notice of Issuance (“New Units Notice Period”) to elect to purchase a number of New Units up to its Preemptive Right Pro Rata Share of New Units (in each case calculated before the issuance and rounded to the nearest whole Unit), for the price and on the terms specified in the Notice of Issuance, by giving written notice to the LLC stating the number of New Units to be purchased.

     (c) The LLC will have 180 days after the date of the Notice of Issuance to consummate the sale of any New Units with respect to which the Members’ preemptive rights were not exercised, at or above the price and on terms not more favorable, in the aggregate, to the purchasers of the New Units than the terms specified in the initial Notice of Issuance given in connection with that sale.

     (d) For purposes of this Agreement, “New Units” means any Units of the LLC issued (or to be issued) after the Effective Date, whether now or hereafter authorized, and any rights, options, warrants or other rights to purchase or acquire Units, and securities of any type whatsoever that are, or may become, exchangeable or exercisable for or convertible into Units. The term “New Units” does not include, and the preemptive rights described in this Section 7.10 will not be exercisable with respect to, any of the following:

     (i) Units issued under Sections 7.4(a), 7.5 and 7.6;

     (ii) Units or other securities issued to officers, employees or directors of the LLC in connection with a person’s employment or director arrangements with the LLC under any employee benefit plan of the LLC adopted by the Managing Member including but not limited to any Incentive Plan;

     (iii) Units or other securities issued in connection with any Recapitalization Event of the LLC approved by the Managing Member;

     (iv) Units or other securities issued in connection with the acquisition of another business entity or business segment of another entity by the Company or any Subsidiary of the Company, or in connection with the acquisition of 2.5 GHz Spectrum by the Company or any Subsidiary of the Company;

     (v) Units issued in connection with the exercise of any right, option or warrant to acquire Units, or the conversion of any securities into Units, in any case that (x) were outstanding prior to the Effective Date or (y) were issued after the Effective Date and were treated as New Units in respect of which preemptive rights were offered pursuant to this Section 7.10;

     (vi) Units issued under Section 4.3 of the Transaction Agreement;

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     (vii) Units or other securities issuable or issued to consultants, vendors, lessors or others with whom the LLC conducts business (other than the Members and their respective Affiliates), as long as

     (A) the Units or other securities are issued directly in a transaction approved by the Company Board, and

     (B) the issuance of Units or other securities is not for financing purposes;

     (viii) Units or other securities issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financing or similar transactions, as long as the Units or other securities are issued directly in a transaction approved by the Company Board;

     (ix) Units or other securities issued (other than to any Member or any of its Affiliates) in transactions involving technology licensing, research or development activities, the use or acquisition of strategic assets, properties or rights, or the distribution, manufacture or marketing of the LLC’s products, as long as

     (A) the Unit or other securities are issued directly in a transaction approved by the Company Board and

     (B) the issuance of Units or other securities is not for financing purposes,

     and

     (x) Units issued under Section 7.7(b) of this Agreement and Section 3.5(c) of the Equityholders’ Agreement in connection with the exercise of preemptive rights by certain Equityholders.

     (e) The closing of the purchases of a Member’s Preemptive Right Pro Rata Share of New Units under this Section 7.10 will take place at the offices of the Company on a date specified by the exercising Members, which will be within 30 days after the exercise of the Member’s rights under this Section 7.10, or (if later) within 10 days after the receipt of all required regulatory approvals. At the closing, the LLC and the Company will deliver, or cause to be delivered, to the purchasing Member, certificates (if applicable) representing the New Units to be purchased by the purchasing Member, in the name of the purchasing Member, against payment of the purchase price therefor, as provided below; and the purchasing Member will deliver to the LLC and to the Company an amount in cash by wire transfer in immediately available funds equal to the product of the applicable price per share determined in the Notice of Issuance multiplied by the number of New Units to be acquired by the purchasing Member.

     (f) After giving a Notice of Issuance, the LLC may close (prior to the expiration of the New Units Notice Period) the sale of any portion of the New Units that is not subject to preemptive rights under this Section 7.10 or as to which any Member has affirmatively waived its rights under this Section 7.10.

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     (g) The rights under this Section 7.10 will terminate with respect to a Member if and when such Member and its Permitted Transferees and Permitted Designees cease to own, in the aggregate, a number of Non-Voting Units equal to at least 50% of the Original Units of such Member. The rights under this Section 7.10 with respect to Eagle River will terminate when Eagle River ceases to have the right to exercise its preemptive rights under Section 3.5 of the Equityholders’ Agreement.

     (h) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 7.10 as a group, and the Strategic Investor Group will be deemed to be a single “Member” for purposes of calculating its Preemptive Right Pro Rata Share under Section 7.10(a). Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Managing Member and the remaining Members) New Units acquired by the Strategic Investor Group will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

     7.11. Permitted Designee.

     (a) Any right of a Member under this Agreement to acquire additional Units may be exercised, at the option of the Member, by a Permitted Designee of such Member, subject to the remainder of this Section 7.11 and the limit on the applicable Equityholder Group’s Maximum Number of Holders under Section 8.1(a). If a Member desires for a Permitted Designee to acquire Units in lieu of the Member, the Member will notify the Managing Member in writing. As a condition to such acquisition, the Member will cause the Permitted Designee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form attached as Exhibit D, and upon consummation of the acquisition of Units, the Permitted Designee will be a Member and will be subject to all rights and obligations of a Member owning the acquired Units under this Agreement.

     (b) Except as provided in Section 8.12, before any Permitted Designee ceases to qualify as a Permitted Designee of the relevant Member, it will Transfer full legal and beneficial ownership of its Units to the relevant Member or, subject to this Section 7.11, another Permitted Designee of the relevant Member. If such Transfer is not made in accordance with the immediately preceding sentence, then in addition to all other remedies available at law or in equity, any shares of Class B Common Stock held by such non-qualifying Permitted Designee will be immediately redeemed by the Company for their Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.

ARTICLE VIII

TRANSFER RESTRICTIONS

     8.1. Member Transfers.

     (a) A Member (including the Managing Member) may Transfer all or any portion of its Units (either with or without the corresponding shares of Common Stock), and may permit its Transferees to Transfer all or any portion of the Units Transferred to them (either with or without the corresponding shares of Common Stock), as long as (and in addition to any other requirements of the Member under this Agreement with respect to such Transfer):

     (i) at least ten days prior to consummating a Transfer (whether by the Member or by its Transferee), the Member (or the applicable Transferee) notifies the Managing Member in writing,

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     (ii) as a condition to consummating the Transfer, any Transferee (other than (x) a Transferee in an Exchange Transaction, (y) a Permitted Transferee or a Permitted Designee and (z) as provided in Section 8.8(h), Eagle River) (any such Transferee, an “Assignee”) executes and delivers to the LLC and the Members an Assignee Agreement in the form attached as Exhibit E, and

     (iii) the Transfer (whether by the Member or by its Transferee) would not cause the Initial Units of the applicable Member’s Equityholder Group (as defined in subsection (b) below) to be held of record by more than that Equityholder Group’s Maximum Number of Holders (as set forth on Exhibit F) and would not cause the Initial Units of the applicable Member’s Equityholder Group to be considered to be held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners for purposes of Code Section 7704 that is greater than the Maximum Number of Holders of the applicable Equityholder Group. For purposes of determining the number of holders of record of an Equityholder Group’s Initial Units, except as provided in the remainder of this subsection (iii), each Person will be treated as a separate holder, regardless of whether the Person is an Affiliate of another holder, a Permitted Transferee of another holder, or otherwise. Notwithstanding the foregoing, another Person will not be treated as a separate holder of record (solely for determining the number of holders of record as a result of the Transfer to that Person) as long as that Person already held Units immediately prior to the applicable Transfer (“Preexisting Holder”). Any subsequent Transfers by a Preexisting Holder of the Units Transferred to it in accordance with the immediately preceding sentence will be treated as subsequent Transfers by the Equityholder Group whose Initial Units were Transferred to the Preexisting Holder, and any holders that result from that subsequent Transfer (other than holders that are also Preexisting Holders) will be treated as additional holders of the Initial Units of that Equityholder Group. Accordingly, the Preexisting Holder will comply with any Transfer limitations imposed on the applicable Equityholder Group by this Section 8.1. For purposes of this subsection (iii), if a Preexisting Holder holds the Initial Units of more than one Equityholder Group, Units that were received first by the Preexisting Holder will be deemed to be Transferred first.

     (b) For purposes of this Section 8.1, an “Equityholder Group” means,

     (i) in the case of Sprint, Sprint HoldCo, LLC;

     (ii) in the case of Eagle River, Eagle River;

     (iii) in the case of Intel, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, and Intel Capital Wireless Investment Corporation 2008C.

     (iv) in the case of Comcast, Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., and Comcast Wireless Investment V, Inc.;

     (v) in the case of TWC, TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, and TWC Wireless Holdings III LLC;

     (vi) in the case of BHN, BHN Spectrum Investments, LLC and

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     (vii) in the case of the Managing Member, the Managing Member.

     (c) If any of its Units are Transferred in a Transfer that is not permitted under Section 8.1(a) above, such Transfer will be void ab initio.

     (d) For the avoidance of doubt, nothing in this Section 8.1 will limit

     (i) the right of any holder of Class B Common Units (and corresponding shares of Class B Common Stock) to exchange all or any portion of its Class B Common Units (together with the corresponding shares of Class B Common Stock) for shares of Class A Common Stock pursuant to Section 7.9 and Article 5 of the Charter, or

     (ii) any subsequent Transfer of those shares of Class A Common Stock.

     (e) None of Sprint, the Strategic Investors, Intel or any of their respective Affiliates will Transfer (other than to a Permitted Transferee pursuant to Section 8.2), whether directly or indirectly, all or any portion of its Units (or the Equity Securities that correspond to the Units) to a single person or group (as those terms are defined below) in a transaction or a series of related transactions that would result in the Transferee person or group (other than any of Sprint, the Strategic Investors or Intel or their respective Permitted Transferees or Permitted Designees), together with its or their Permitted Transferees or Permitted Designees, having an aggregate Percentage Interest immediately after the proposed Transfer equal to or greater than the Specified Percentage, unless the following occurs:

     (i) The provisions of Sections 3.3 and 3.6 of the Equityholders’ Agreement have been complied with in full.

     (ii) As a condition to consummating the Transfer,

     (A) the Transferee makes (or causes another Person to make) a tender offer to the holders of Class A Common Stock to purchase all shares of Class A Common Stock at a price per share equal to or greater than the price per Unit that the Transferee proposes to pay for the Units (including the corresponding Equity Securities) proposed to be Transferred, and

     (B) all shares of Class A Common Stock that are properly tendered and not withdrawn are purchased by the Transferee.

     (iii) If the consideration proposed to be paid for the Units (including the corresponding Equity Securities) is other than cash, then the same form of consideration is offered to the holders of Class A Common Stock.

     (iv) The tender offer described in subsection (ii) above is conducted in compliance with Law, including the rules and regulations under the Exchange Act, and is not subject to any conditions other than those contained in the agreement governing the proposed Transfer.

     (v) The agreement governing the proposed Transfer sets forth the obligation described in this Section 8.1(e) and states that the holders of Class A Common Stock are intended third party beneficiaries of the provision setting forth such obligation.

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For purposes of this Section 8.1(e), “person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

     (f) Notwithstanding any other provision of this Agreement, without the prior written consent of Members (other than the Managing Member) collectively holding a Percentage Interest relative to the Percentage Interests of all such Members equal to at least 75%, the Managing Member may not transfer all or any portion of its Units other than a Transfer of Units that is part of a merger, consolidation, share or unit exchange, recapitalization, business combination or other similar transaction involving the LLC, in each case, that constitutes a Change of Control of the Company and the LLC and that has been approved by the Company Board and the stockholders of the Company as required by the Equityholders’ Agreement and Law.

     8.2. Permitted Transferees.

     (a) Subject to Section 8.1, a Member may Transfer all or any portion of its Units to a Permitted Transferee; provided that such Member gives written notice to the LLC of its intention to make a Transfer to such Transferee, stating the name and address of the Permitted Transferee, the Member’s relationship to the Permitted Transferee and the type and amount of Units to be Transferred. The LLC will give prompt notice of the Transfer to each other Member. As a condition to such Transfer, the Transferor Member will cause the Permitted Transferee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form of Exhibit D, and upon consummation of the Transfer, such Permitted Transferee will be a Member and will be subject to all rights and obligations of the Transferor Member under this Agreement.

     (b) Except as provided in Section 7.9(h) or Section 8.12, before any Permitted Transferee ceases to qualify as a Permitted Transferee of the relevant Member, such Permitted Transferee will Transfer full legal and beneficial ownership of the Units to the relevant Member or, subject to this Article VIII, another Permitted Transferee of the relevant Member. If such a Transfer is not made in accordance with the immediately preceding sentence, then in addition to all other remedies available at law or in equity, any Class B Common Stock held by such non- qualifying Permitted Transferee will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.

     (c) Except as provided in Section 8.12, before any Member (if not a Parent), or any Subsidiary of a Parent that Controls such Member, ceases to be a direct or indirect wholly owned Subsidiary of its Parent, or, in the case of BHN, less than 100% of the economic and voting interests in BHN cease to be Controlled by BHN’s Parent, such Member will Transfer full legal and beneficial ownership of its Units to its Parent or, subject to this Article VIII, another Permitted Transferee of its Parent. In the event of a breach of the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such Member will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.

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     8.3. Further Restrictions.

     (a) Notwithstanding any other provision of this Agreement, in no event may any Transfer of a Unit be made by any Member, Assignee, Permitted Transferee or Permitted Designee if:

     (i) the Transfer is made to any Person who lacks the legal right, power or capacity to own the Unit;

     (ii) the Transfer would require the registration of the Transferred Unit or of any class or series of Unit under any applicable United States federal or state securities Laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities Laws or would constitute a non-exempt distribution under applicable state securities Laws;

     (iii) the Transfer would cause any portion of the assets of the LLC to constitute assets of any employee benefit plan under the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations;

     (iv) the Transfer would cause any portion of the assets of the LLC to become “plan assets” of any benefit plan investor within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations, or to be regulated under the Employee Retirement Income Security Act of 1974, as amended from time to time; or

     (v) to the extent reasonably requested by the Managing Member, the LLC does not receive the legal and tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and the Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form reasonably satisfactory to the Managing Member.

     (b) Notwithstanding any other provision of this Agreement, no Member (including the Managing Member), Assignee, Permitted Transferee or Permitted Designee will Transfer any or all of its Units, or take (or permit any Affiliate to take) any other action, if the Transfer or action would cause the LLC to have more than 100 partners for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), or otherwise could (by itself or in conjunction with other actions) reasonably be expected to result in the LLC being treated as a “publicly traded partnership” within the meaning of Code Section 7704 and the Regulations promulgated thereunder. For purposes of the preceding sentence, each Member (including the Managing Member), Assignee, Permitted Transferee or Permitted Designee shall both be permitted and required, as the case may be, to assume that the Initial Units of each other Equityholder Group are held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners equal to the Maximum Number of Holders of the applicable Equityholder Group, and shall be required to take into account any additional information as to the number of partners for purposes of Code Section 7704 (for example, as to Units issued after the Effective Date) provided to such Member in writing by the Managing Member. Notwithstanding any other provision of this Agreement, no such Member, Assignee, Permitted Transferee or Permitted Designee will Transfer its Units, or take (or permit any Affiliate to take) any other action, to the extent that such Transfer or action would cause the Initial Units of the applicable Equityholder Group to be held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners that is greater than the Maximum Number of Holders of such Equityholder Group. For this purpose, except to the extent that Code Section 7704 requires otherwise, Section 8.1(a)(iii) (other than the first and last sentences thereof) shall apply, mutatis mutandis, in determining the number of partners for purposes of Code Section 7704 that hold Initial Units of an Equityholder Group. To the fullest extent permitted by Law, any Transfer or action in violation of this Section 8.3(b) will be null and void, ab initio.

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     8.4. Rights of Assignees. The Transferee of any permitted Transfer under this Article VIII (other than (x) a Transfer in an Exchange Transaction, (y) a Transfer to a Permitted Transferee or a Permitted Designee and (z) as otherwise provided in Section 8.8(h) with respect to Eagle River) will be an Assignee, and only will receive, to the extent Transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Member that Transferred its Units would otherwise be entitled, and, unless otherwise required by Law, the Assignee will not be entitled or enabled to exercise any other rights or powers of a Member including any information rights that may be available to a Member under this Agreement, the Equityholders’ Agreement or under the Act.

     8.5. Admissions, Withdrawals and Removals. Except for Permitted Transferees and Permitted Designees and as otherwise provided in Section 8.8(h) with respect to Eagle River, no Person may be admitted to the LLC as an additional Member or substitute Member. No Member will be removed or entitled to withdraw from being a Member of the LLC except in accordance with Section 7.9 or Section 8.7. The Company may be removed as Managing Member only upon the affirmative vote of 75% of the outstanding Voting Units. The Managing Member may not Transfer all of its Units or withdraw from being the Managing Member of the LLC unless a new or substitute Managing Member has been admitted under this Agreement (and has not previously withdrawn), which new or substitute Managing Member may be deemed admitted effective simultaneously with the Transfer, and is hereby authorized to, and will, continue the LLC without dissolution. Except as otherwise provided in Article IX, no admission, substitution, withdrawal or removal of a Member will cause the dissolution of the LLC. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement will be null and void.

     8.6. Void Transfers. Any Transfer or attempted Transfer of Units in violation of any provision of this Agreement will be void, ab initio.

     8.7. Withdrawal of Certain Members. If a Member ceases to hold any Units, then the Member will cease to be a Member and to have the power to exercise any rights or powers of a Member under this Agreement.

     8.8. Right of First Offer.

     (a) Subject to Section 8.1, 8.11 and the remaining provisions of this Section 8.8, if a Member (for purposes of this Section 8.8, a “Selling Member”) desires to Transfer (other than as part of an Excluded Transfer) all or any portion of its Units (the Units proposed to be Transferred by the Selling Member, the “Subject Units”), the Selling Member will notify each of the remaining Members that then owns (together with the particular Member’s Permitted Transferees and Permitted Designees) a number of Units equal to at least 50% of its Original Units (for purposes of this Section 8.8, such remaining Members and their respective Permitted Transferees and Permitted Designees, the “Non-Selling Members”) in writing prior to entering into any agreement with respect to the proposed Transfer of the Subject Units. That notice (the “Interest Notice”) will set forth the number of Subject Units that the Selling Member desires to Transfer, and the material terms of a transaction in which the Selling Member is willing to engage, including a proposed Transfer price, payable in cash.

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     (b) Within 30 days of its receipt of the Interest Notice, each of the Non-Selling Members may notify the Selling Member in writing as to whether it intends to purchase all or any portion of the Subject Units on the terms and conditions set forth in the Interest Notice (the “Response Notice”). Any Response Notice from a Non-Selling Member who wishes to exercise its right to purchase more than the number of Subject Units set forth in subsection (i) below assuming all Non-Selling Members do not exercise their rights in full under this Section 8.8 will state the maximum number of Subject Units that it wishes to purchase. A Response Notice will constitute a binding and irrevocable election by the Non-Selling Member delivering such Response Notice to purchase the portion of the Subject Units specified therein.

     (i) If the Response Notices of the Non-Selling Members present an offer, collectively, for all but not less than all of the Subject Units, the parties will consummate the sale of the Subject Units at the time and in the manner set forth in Sections 8.8(b) and 8.8(c). Unless otherwise agreed by the Non-Selling Members, the right to purchase the Subject Units will be allocated among the Non-Selling Members pro rata based on their relative Percentage Interests as of the date of the Interest Notice (or, if fewer than all of the Non-Selling Members elect to purchase, based on the relative Percentage Interests (as of the date of the Interest Notice) of the Non-Selling Members that elect to purchase the Subject Units in accordance with this Section 8.8). If there are two or more Non-Selling Members that exercise their option to purchase more than their pro rata share of Subject Units for a total number of excess Subject Units in excess of the number of available Subject Units, such excess Subject Units shall be allocated among such Non-Selling Members on a pro rata basis based on their respective Percentage Interests as of the date of the Interest Notice. All calculations under this subsection (i) will be made on an as-converted to Class A Common Stock basis (i.e., each share of Class B Common Stock, plus one Class B Common Unit, will equal one share of Class A Common Stock in such calculations).

     (ii) If none of the Non-Selling Members delivers a Response Notice or if the Response Notices of the Non-Selling Members, collectively, present an offer for less than all of the Subject Units, the Non-Selling Members will be deemed to have declined to exercise their rights under this Section 8.8 and, subject to Section 8.1, Section 8.3, Sections 8.8(c) and 8.8(d), and Section 8.9 (if the Selling Member is the Principal Member), the Selling Member may proceed with the proposed Transfer of such Subject Units to the proposed Transferee based on the terms and conditions set forth in the Interest Notice.

     (c) A Selling Member may Transfer Subject Units pursuant to Section 8.8(b)(ii) to a proposed Transferee (other than a Non-Selling Member) only if:

     (i) the proposed Transferee is not an Affiliate of the Selling Member,

     (ii) the Transfer is consummated on arm’s-length terms at a price not lower, and on other terms and conditions no more favorable, in the aggregate, to the Transferee than those last offered by the Non-Selling Members, and

     (iii) the Selling Member enters into a definitive agreement to Transfer all of the Subject Units within 90 days of obtaining the right to do so in accordance with Section 8.8(b)(i) or (ii), as applicable, and consummates the Transfer within 180 days after entering into the definitive agreement (which 180-day period will be extended if the Transfer is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 270 days after entering into the definitive agreement).

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If the proposed Transfer does not comply with clauses (i) or (ii) above, or if the Selling Member fails to enter into a definitive agreement within the 90-day period, or fails to consummate the Transfer within the 180-day period (as may be extended pursuant to clause (iii) above), the Selling Member’s right to Transfer the Subject Units under those clauses will terminate, and the Selling Member will be required to initiate the process set forth in this Section 8.8 before Transferring all or any portion of its Units (other than in an Excluded Transfer).

     (d) If a Selling Member Transfers Subject Units to a proposed Transferee (other than a Non-Selling Member) in accordance with this Section 8.8, the Transfer by the Selling Member will be subject to the other terms and restrictions of this Agreement.

     (e) The closing of the purchase of any Subject Units by the Non-Selling Members will take place at the offices of the Company, or at another location mutually agreed by the parties to the sale, on a date mutually agreed by the parties to the sale that is no later than the latest of

     (i) the date specified in the Interest Notice as the intended date of the proposed Transfer, and

     (ii) 45 days after delivery of the applicable Response Notice or if approvals of any Governmental Authority are required, then five Business Days following the expiration of whatever period is required to obtain any necessary regulatory approvals in connection with the sale, but in no event more than 180 days after delivery of the applicable Response Notice.

     (f) At the closing of the purchase of any Subject Units by the Non-Selling Members, the Selling Member will deliver

     (i) if the Subject Units are certificated, a certificate or certificates for the Subject Units to be sold, in each case accompanied by stock powers with signatures guaranteed and all necessary stock transfer Taxes paid and stamps affixed, if necessary, or

     (ii) if the Subject Units are uncertificated, proper transfer instructions from the Selling Member or the Selling Member’s lawfully constituted attorney-in-fact, accompanied by evidence that all necessary stock transfer Taxes have been paid and evidence of compliance with appropriate procedures for transferring Units in uncertificated form, in either case against receipt of the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.

     (g) Notwithstanding the foregoing, the provisions of this Section 8.8 will not apply to (an “Excluded Transfer”):

     (i) any Transfer of Units that is part of a merger, consolidation, share or unit exchange, recapitalization, business combination or other similar transaction involving the LLC, in each case, that constitutes a Change of Control of the Company and the LLC and that has been approved by the Company Board and the stockholders of the Company as required by the Equityholders’ Agreement and Law,

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     (ii) a Spin-Off Transaction; provided, however, that following a Spin-Off Transaction, the Spin-Off Entity will be subject to each of the obligations and enjoy each of the rights of the Spinning Entity for all purposes under this Agreement,

     (iii) a Transfer to a Permitted Transferee,

     (iv) any Exchange Transaction, or

     (v) any Transfer by a Tag-Along Member pursuant to Section 8.9.

     (h) For purposes of this Section 8.8, if the Company does not exercise its right to acquire any Subject Units pursuant to this Section 8.8, then

     (i) Eagle River will be considered a “Non-Selling Member” as long as Eagle River owns (together with Eagle River’s Permitted Transferees), at the time of delivery of a particular Interest Notice, at least 50% of the Eagle River Original Shares (as that term is defined in the Equityholders’ Agreement), and

     (ii) Eagle River’s Percentage Interest will be deemed to be its Percentage Interest in the Company (as that term is used in the Equityholders’ Agreement).

If Eagle River exercises its rights under this Section 8.8 and acquires Units in the LLC, then at that time, if not previously admitted as a Member, Eagle River will be admitted as a Member of the LLC by the Managing Member in accordance with Section 8.5.

     (i) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 8.8 as a group, and the Strategic Investor Group will be deemed to be a single “Non-Selling Member” for purposes of calculating the number of Subject Units which the Strategic Investor Group is entitled to purchase under Section 8.8(b)(i). Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Selling Member and the other Members), Subject Units to be Transferred by or to the Strategic Investor Group (whether as a Selling Member or a Non-Selling Member) will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

     8.9. Tag-Along Rights.

     (a) Subject to Sections 8.1, 8.8 and 8.11 and the remaining provisions of this Section 8.9, if the Principal Member proposes to Transfer (other than as part of an Excluded Transfer described in clauses (ii), (iii), (iv) or (v) of Section 8.8(g)), in one transaction or a series of related transactions, directly or indirectly, all or any portion of its Units, and such transaction or series of related transactions would result in the proposed Transferee and its Affiliates (collectively referred to as the “Proposed Transferee”) having a Percentage Interest (assuming the Transferee would be admitted as a Member) immediately after the proposed Transfer equal to or greater than the Specified Percentage, then the Principal Member will promptly notify the other Members (other than the Company, but including Eagle River, if Eagle River has become a Member in accordance with this Agreement) (for purposes of this Section 8.9, the “Tag-Along Members”), in writing at least 30 days before the closing of the proposed Transfer (a “Tag-Along Notice”) setting forth the number of Units proposed to be Transferred (for purposes of this Section 8.9, the “Sale Units”), the nature of the proposed Transfer, the aggregate consideration to be paid for the Sale Units (including the type of consideration to be paid), the name and address of each Proposed Transferee, the proposed closing date of the Transfer and any other material information regarding the terms of the proposed Transfer and the Proposed Transferee.

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     (b) With respect to Sale Units, each of the Tag-Along Members will have the right, exercisable on delivery of written notice to the Principal Member within 30 days after receipt of the Tag-Along Notice, to irrevocably elect to sell a portion of its Units, on the same terms and conditions as set forth in the Tag-Along Notice, in lieu of Sale Units. The number of Units to be substituted by each electing Tag-Along Member will equal the product of the number of Sale Units, multiplied by a fraction, the numerator of which is the number of Units owned by such Tag-Along Member and the denominator of which is the total number of Units owned by the Members at the time the Tag-Along Notice is delivered.

     (c) If none of the Tag-Along Members makes a timely election to exercise its tag-along rights under Section 8.9(b), the Principal Member may sell all, but not less than all, of the Sale Units to the Proposed Transferee provided that such Transfer is consummated on arm’s-length terms at a price not higher, and on other terms and conditions no more favorable, in the aggregate, to the Principal Member than the terms and conditions set forth in the Tag-Along Notice. In addition,

     (i) any material change in the terms and conditions contained in the Tag-Along Notice (that is more favorable to the Principal Member) will constitute a new proposal to Transfer for purposes of this Section 8.9, and

     (ii) definitive documents for the sale by the Principal Member must be executed on or prior to the 90th day following the expiration of the Tag-Along Members’ tag-along rights under this Section 8.9 and consummated within 180 days following the expiration of such tag-along rights (which 180-day period will be extended if the Transfer is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 270 days following the expiration of such tag-along rights), and if the sale is not executed within the 90-day period and consummated within the 180-day period (as may be extended for the receipt of applicable regulatory approvals), the Sale Units will again become subject to the rights of the Tag-Along Members under this Section 8.9.

     (d) If any of the Tag-Along Members elects to exercise its tag-along rights under Section 8.9(b), the number of Sale Units to be Transferred by the Principal Member to the Proposed Transferee will be reduced by the applicable number of Units to be included in the Transfer by the applicable Tag-Along Members, and the Transfer to the Proposed Transferee will otherwise proceed in accordance with the terms of this Section 8.9 and the Tag-Along Notice.

     (e) The closing of the sale of any Units elected to be sold by the Tag-Along Members pursuant to this Section 8.9, will take place at the offices of the Company, or at another location mutually agreed by the parties to the sale, and on a date mutually agreed by the parties to the sale that is no later than the latest of

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     (i) the date specified in the Tag-Along Notice as the intended date of the proposed Transfer to the Proposed Transferee,

     (ii) 90 days after delivery of the applicable Tag-Along Notice, and

     (iii) five Business Days following the expiration of whatever period is required to obtain any necessary regulatory approvals in connection with the sale.

     (f) The following will apply to any Transfer of Sale Units (whether by the Principal Member or by the Tag-Along Members):

     (i) the Transfer by the Principal Member (and any Tag-Along Members, if applicable) will be subject to the other terms and restrictions of this Agreement, and

     (ii) any future proposed Transfer of Units other than the Sale Units by the Principal Member (and any Tag-Along Members, if applicable) will remain subject to the terms and conditions of this Agreement, including this Article VIII.

   (g) The Strategic Investors, acting through the Strategic Investor Representative, will exercise their rights pursuant to this Section 8.9 as a group, and the Strategic Investor Group will be deemed to be a single “Tag-Along Member” for purposes of calculating the number of Units which the Strategic Investor Group is entitled to sell as a Tag-Along Member. Unless the Strategic Investors otherwise agree (as notified by the Strategic Investor Representative to the Principal Member and the other Members), Sale Units to be Transferred by the Strategic Investor Group (whether as a Principal Member or as a Tag-Along Member) will be allocated among the Strategic Investors based on their relative Percentage Interests within the Strategic Investor Group.

     8.10. Transfers to a Restricted Entity. For purposes of this Section 8.10, “Consenting Member” means, at any time, each of Sprint, Intel and the Strategic Investor Group if, at the applicable time, such Member together with its Permitted Transferees or Permitted Designees (or the Strategic Investor Group, as the case may be):

     (x) owns a number of Units equal, in the aggregate, to at least 50% of its Original Units, and

     (y) holds an aggregate Percentage Interest of at least 5%.

The Principal Member and its Permitted Transferees and Permitted Designees will not Transfer any of their Units to:

     (a) any Strategic Investor Restricted Entity without the prior written consent of the Strategic Investor Representative (acting on behalf of the Strategic Investors), if the Strategic Investor Group is then a Consenting Member,

     (b) any Intel Restricted Entity without Intel’s prior written consent, if Intel is then a Consenting Member, or

     (c) any Sprint Restricted Entity without Sprint’ prior written consent, if Sprint is then a Consenting Member,

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     in each case, if:

     (x) such Transfer would constitute a Change of Control of the Company or any of its Subsidiaries, or

     (y) after giving effect to such Transfer, the applicable Restricted Entity would have a Percentage Interest (assuming the applicable Restricted Entity would be admitted as a Member) in excess of the Specified Percentage, or would have the contractual right to acquire Units that would give the Restricted Entity, in the aggregate, a Percentage Interest (assuming the applicable Restricted Entity would be admitted as a Member) in excess of the Specified Percentage immediately after the acquisition of those Units, as applicable.

     8.11. Limitations Prior to the Adjustment Date. Notwithstanding anything in this Article VIII to the contrary, prior to the Adjustment Date:

     (a) the Members and their Permitted Transferees and Permitted Designees will not, and will cause their Controlled Affiliates not to, in any manner, directly or indirectly (through an agent, representative or otherwise), Transfer (other than to a Permitted Transferee) any Units or exchange any Class B Common Units (together with shares of Class B Common Stock) for shares of Class A Common Stock;

     (b) none of the Members will, or will permit any of its Affiliates to, in any manner, directly or indirectly (whether through an agent, representative or otherwise), acquire, offer to acquire, publicly announce an intention to acquire, or agree to acquire, by purchase, gift or otherwise, any Units or any direct or indirect interest in any Units (including any arrangement to provide the economic performance of all or any portion of such Units (including by means of any option, swap, forward or other contract or arrangement the value of which is linked in whole or in part to the value of such Units));

     (c) the LLC shall not take, authorize, commit or agree to take, any of the following actions (or publicly announce any intention to do so):

     (i) issue, deliver, grant or sell, or authorize or propose the issuance, delivery, grant or sale of, any Units other than any issuance of securities described in clause (ii), (iii) or (v) of Section 7.10(d);

     (ii) repurchase, redeem or otherwise acquire any Units, except for any repurchase or redemption deemed to occur upon any “cashless exercise” in connection with the issuance of any securities described in clause (ii) or (v) of Section 7.10(d); or

     (iii) declare, set aside for payment or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any Units.

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     8.12. Holding Company Transfers.

     (a) Notwithstanding anything to the contrary in this Agreement:

     (i) Any Transfer that is permitted under this Article VIII (other than a Holding Company Exchange under Section 7.9(h)) may, at the option of a Member that is a Unit Holding Company, be effected as a transfer by the Unit Holding Company Stockholder of all of its securities in such Unit Holding Company (a “Holding Company Transfer”).

     (ii) For the avoidance of doubt, (i) prior to effecting any Holding Company Transfer, the transferor must comply, mutatis mutandis, with the provisions of (x) Section 8.8 by offering to the Non-Selling Members the opportunity to purchase directly the Units held by the Unit Holding Company that is the subject of the proposed Holding Company Transfer (as opposed to the equity securities of the Unit Holding Company) and (y) Section 8.9, and (ii) any Tag-Along Member may propose that a Transfer of its Units pursuant to Section 8.9 be effected as a Holding Company Transfer of the Unit Holding Company holding such Tag-Along Member’s Units, but such proposal will not be binding upon the transferee, in which case such Tag-Along Member may Transfer its Units in the Tag-Along Sale. Notwithstanding Section 8.8(c)(ii), the price paid for securities of the Unit Holding Company in a transfer to a transferee (other than a Non-Selling Member) will be not lower than the product of (x) the transfer price proposed to the Non-Selling Members in the Interest Notice (assuming that 100% of the Unit Holding Company is being transferred) and (y) the number of Subject Units held by the Unit Holding Company. The purchase price to be received by any Tag-Along Member pursuant to Section 8.9 in a Holding Company Transfer will equal the quotient of (x) the aggregate consideration received for the equity securities of the Unit Holding Company being transferred (assuming that 100% of the Unit Holding Company is being Transferred) divided by (y) the number of Units held by the Unit Holding Company.

     (iii) If a Holding Company Transfer is effected pursuant to this Section 8.12 in connection with a Transfer described in Section 8.8(b)(i) or Section 8.9, the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Transferee and each of its Affiliates harmless against, (x) Tax of a Unit Holding Company incurred in such Holding Company Transfer and (y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (x)) to the extent such liabilities are attributable to periods through and including the date of the Holding Company Transfer (except to the extent attributable to the period after the closing of the Holding Company Transfer), including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Transfer.

     8.13. Transfers, Assignments of Interest Subject to Required Governmental Notices and/or Consents. Notwithstanding anything to the contrary herein, any transfer, assignment or other disposition of interests in the LLC shall be subject to the prior receipt of any required consents from, or the submission of any required notices to, any Governmental Authorities.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

     9.1. No Dissolution. The LLC will not be dissolved by the admission of additional Members in accordance with the terms of this Agreement. The LLC may be dissolved, liquidated and terminated only under the provisions of this Article IX, and the Members irrevocably waive to the fullest extent permitted by Law any and all other rights they may have to cause a dissolution of the LLC or a sale or partition of any or all of the LLC assets.

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     9.2. Events Causing Dissolution. Subject to Sections 2.6 and 2.7 of the Equityholders’ Agreement, the LLC will be dissolved and its affairs will be wound up on the occurrence of any of the following events (each, a “Dissolution Event”):

     (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution, liquidation or winding up in connection with any reincorporation of the Company in another jurisdiction;

     (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act;

     (c) at any time there are no Members of the LLC, unless the LLC is continued in accordance with the Act;

     (d) the Incapacity of the Managing Member or the occurrence of a Disabling Event with respect to the Managing Member, except that the LLC will not be dissolved or required to be wound up and no Dissolution Event will occur in connection with any of the events specified in this Section 9.2(d) if:

     (i) when the event occurs there is at least one other Managing Member of the LLC who is authorized to, and elects to, carry on the business of the LLC;

     (ii) all remaining Members consent to or ratify the continuation of the business of the LLC and the appointment of another Managing Member of the LLC within 90 days following the effective date of the Incapacity (to be effective as of the date of Incapacity), which consent will be deemed (and if requested each Member will provide a written consent for ratification) to have been given for all Members if the holders of more than two-thirds of the Units then outstanding held by Members other than the Managing Member agree in writing to continue the business of the LLC; or

     (e) the sale or other disposition of all or substantially all of the assets owned directly or indirectly by the LLC.

     9.3. Distribution on Dissolution Events. If a Dissolution Event occurs, the LLC will not be terminated and will continue until the winding up of the affairs of the LLC is complete. On the winding up of the LLC, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), will take full account of the assets and liabilities of the LLC and will, unless the Managing Member determines otherwise, liquidate the assets of the LLC as promptly as is consistent with obtaining the fair value of the assets. The proceeds of any Dissolution Event will be applied and distributed in the following order:

     (a) first, to satisfy debts and liabilities of the LLC (including any amounts payable or reimbursable to the Company pursuant to Sections 3.2 and 3.3 and all other indebtedness to Members and their Affiliates to the extent otherwise permitted by Law) including the expenses of liquidation (whether by payment or making reasonable provision for payment);

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     (b) second, to the Company in redemption and complete liquidation of its Voting Units that were issued in connection with the issuance of its outstanding shares of Class A Common Stock and Class B Common Stock, an amount equal to the aggregate Par Value of all outstanding shares of Class A Common Stock and Class B Common Stock (excluding for this purpose any shares of Class A Common Stock issued by the Company to fund Other Business Activities); and

     (c) the balance, if any, to the holders of Common Units in redemption and complete liquidation of their Common Units, to be distributed among those holders pro rata in proportion to their respective Common Units.

To the extent feasible, any indebtedness owed to the LLC by a Member will be distributed to that Member and will be deemed to have a fair market value equal to its principal amount plus accrued but unpaid interest. It is intended that the allocation provisions of Article V will produce final Capital Account balances of the Members that would permit liquidating distributions, if those distributions were made in accordance with final Capital Account balances (instead of being made in the order of priorities set forth in this Section 9.3) to be made in a manner identical to the order of priorities set forth in this Section 9.3. To the extent that the allocation provisions of Article V would fail to produce the intended final Capital Account balances, Profits and Losses (including items of gross income or deductions if required to fulfill the intent of this Section 9.3) will be reallocated among the Members for the Taxable Year of the liquidation (and, if necessary and to the extent that the reallocation of corresponding Tax items is permissible under the Code, prior and subsequent Taxable Years) so as to cause the balances in the Capital Accounts to be in the intended amounts.

     9.4. Time for Liquidation. A reasonable amount of time will be allowed for the orderly liquidation of the assets of the LLC and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant on the liquidation.

     9.5. Termination. The LLC will terminate when all of the assets of the LLC, after payment of or due provision for all debts, liabilities and obligations of the LLC, have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate has been cancelled in the manner required by the Act.

     9.6. Claims of the Members. The Members will look solely to the LLC’s assets for the return of their Capital Contributions, and if the assets of the LLC remaining after payment of or due provision for all debts, liabilities and obligations of the LLC are insufficient to return the Capital Contributions, the Members will have no recourse against the LLC or any other Member (including the Managing Member) or any other Person. No Member with a negative balance in the Member’s Capital Account will have any obligation to the LLC or to the other Members or to any creditor or other Person to restore the negative balance during the existence of the LLC, on dissolution or termination of the LLC, or otherwise.

     9.7. Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 8.6, 11.4, 11.6, 11.7, 11.8, 11.12, 11.14, 11.15, 11.16 and 11.17 will survive the termination of the LLC.

ARTICLE X

LIABILITY OF MEMBERS

     10.1. Liability of Members.

     (a) Except as otherwise specifically provided by the Act, no Member will be liable for any debt obligation or liability of the LLC or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the LLC.

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     (b) Notwithstanding any other provision of this Agreement or any duty otherwise existing at Law or in equity, each Member (including the Managing Member), will, to the maximum extent permitted by Law, including Section 18-1101(d) of the Act, owe no fiduciary duties to the LLC, the other Members or any other Person bound by this Agreement as long as the Members (including the Managing Member) act in accordance with the implied contractual covenant of good faith and fair dealing. Except as expressly provided in this Agreement, whenever in this Agreement a Member is permitted or required to take any action or to make a decision, the Member may take the action or make the decision in its sole discretion, and the Member may consider, and make its determination based on, the interests and factors as it desires. No Member will have any liability to the LLC or the other Members except as provided in this Agreement.

     (c) The Members (including without limitation, the Managing Member) acting under this Agreement will not be liable to the LLC or to any other Member for breach of fiduciary duty for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict or eliminate the duties and liabilities of any Member (including without limitation, the Managing Member) otherwise existing at Law or in equity, are agreed by the Members to modify to that extent the other duties and liabilities of the Members (including without limitation, the Managing Member).

     (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the Managing Member on behalf of the LLC or in furtherance of the interests of the LLC in good faith in reliance on and in accordance with the advice of the counsel, accountants or financial or other advisors will be full justification for that act or omission, and the Managing Member will be fully protected in acting or omitting to act so long as the counsel or accountants or financial or other advisors were selected with reasonable care.

     (e) Except as specifically and expressly set forth in

     (i) this Agreement,

     (ii) any other written agreement with the LLC, the Company or any of its Subsidiaries to which a Member or its Affiliate is a party, or

     (iii) the organizational documents of the Company (including the Charter),

(x) the Members and their respective Affiliates may engage in the same or similar business activities or lines of business as the LLC, compete against the LLC, do business with any potential or actual competitor, customer or supplier of the LLC and employ or otherwise engage any officer or employee of the Company, in each case only to the extent that a Founding Stockholder of the Company is permitted to do so under Section 11.1 of the Charter and (y) if a Member acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise of interest to the Member and the LLC, the Member will have a duty to communicate or present the corporate opportunity to the LLC, only to the extent that a Founding Stockholder of the Company would have an obligation to present the corporate opportunity to the Company in accordance with Section 11.1 of the Charter.

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ARTICLE XI

MISCELLANEOUS

     11.1. Parent Guaranty. On the Effective Date, the parties hereto acknowledge that pursuant to the Equityholders’ Agreement, each Parent has executed and delivered a Guaranty to the LLC and the other Members.

     11.2. Amendments and Waivers.

     (a) This Agreement (including the Exhibits) may be amended, supplemented, waived or modified by the written consent of the Managing Member, the Independent Designees on the Company Board and certain Equityholders in accordance with Sections 2.6 and 2.7 of the Equityholders’ Agreement, and Members (other than the Managing Member) collectively holding a Percentage Interest equal to at least 66 2/3%, except that no amendment, supplement, waiver or modification will materially and adversely affect a Member’s Units without the written consent of the affected Member. The Managing Member may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with the amendment, supplement or waiver, to reflect:

     (i) any amendment, supplement, waiver or modification that the Managing Member determines to be required to create, authorize or issue any class or series of equity interest in the LLC as permitted by, and in accordance with the terms of, this Agreement and the Equityholders’ Agreement, except that no amendment, supplement, waiver or modification will alter or change the powers, preferences or special rights of Units so as to affect them adversely without the written consent of the affected Member;

     (ii) the admission, substitution or withdrawal of Members in accordance with this Agreement;

     (iii) a change in the name of the LLC, the location of the principal place of business of the LLC, the registered agent of the LLC or the registered office of the LLC;

     (iv) any amendment, supplement, waiver or modification that the Managing Member determines to be required to comply with Law; or

     (v) a change in the Taxable Year of the LLC.

     (b) Notwithstanding the provisions of subsection (a), the Register will be revised from time to time by the Managing Member to reflect the admission of a new Member, the withdrawal or resignation of a Member, and the adjustment of the Units resulting from any Transfer or other disposition of a Unit, in each case that is made in accordance with the provisions hereof.

     (c) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified in this Agreement) will operate as a waiver of that right, power or privilege, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of the right, power or privilege, or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by Law.

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     (d) Except as may be otherwise required by Law in connection with the winding-up, liquidation, or dissolution of the LLC, each Member irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the LLC’s property.

     11.3. Groups and Thresholds. Whether or not so stated in the relevant provisions of this Agreement, (i) references to Sprint, Eagle River, Intel or any Strategic Investor shall be deemed to include their respective Permitted Transferees and Permitted Designees and (ii) all amounts, thresholds or similar metrics applicable to Sprint, Eagle River, Intel, any Strategic Investor or the Strategic Investor Group shall be determined or measured (x) without duplication, by reference to the relevant Person and its Permitted Transferees (excluding, in the case of a Strategic Investor, any Permitted Transferees of the kind described in clause (ii) of the definition thereof) and Permitted Designees as a group and (y) taking into account the effect of any Recapitalization Events.

     11.4. Legend.

     (a) All certificates (if any) representing the Units held by each Member will bear a legend substantially in the following form:

The securities represented by this certificate are subject to (i) the Amended and Restated Operating Agreement of Clearwire Communications LLC, dated [                    ], 2008, and (ii) an Equityholders’ Agreement dated as of [                    ], 2008 (a copy of which is on file with the Secretary of Clearwire Communications LLC). No transfer, sale, assignment, pledge, hypothecation or other disposition of the securities represented by this certificate may be made except in accordance with the provisions of the Amended and Restated Operating Agreement and the Equityholders’ Agreement and (a) under a registration statement effective under the Securities Act of 1933, as amended, or (b) under an exemption from registration thereunder. The holder of the securities represented by this certificate, by acceptance of the securities, agrees to be bound by all of the provisions of the Amended and Restated Operating Agreement and the Equityholders’ Agreement.

     (b) (i) On the sale of any Units to a person other than a Permitted Transferee under an effective registration statement under the Securities Act or under Rule 144 under the Securities Act or (ii) on and after the termination of this Agreement, the certificates or book entries representing those Units will be replaced, at the expense of the LLC, with certificates or book entries not bearing the applicable legends required by this Section 11.4, except that the LLC may condition the replacement of certificates or book entries under clause (i) on the receipt of an opinion of securities counsel reasonably satisfactory to the LLC.

     11.5. Notices.

     (a) All notices and other communications required or permitted under this Agreement will be in writing and will be deemed effectively given:

     (i) when personally delivered to the party to be notified;

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     (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient or, if not, then on the next Business Day, as long as a copy of the notice is also sent via nationally recognized overnight courier, specifying next day delivery, with written verification of receipt;

     (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

     (iv) one Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

     (b) Any notice or other communication that is to be sent by or delivered to the Strategic Investor Group under this Agreement will be sent by or delivered to the Strategic Investor Representative. In addition, in order to facilitate the administration of this Agreement, if any of Eagle River, Sprint or Intel Transfers any of its Units to a Permitted Transferee, or causes any Units to be issued to a Permitted Designee, such Member will, by notice to the Company and the other Members, designate a single entity (which must be one of its Controlled Affiliates) to send and receive all notices and other communications under this Agreement that are to be sent to or delivered by such Member, and to exercise all of such Member’s rights hereunder.

     (c) All communications will be sent to the party’s address as set forth below or at another address that the party has furnished to each other party in writing in accordance with this provision:

If to the LLC or the Managing Member, to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Vice President Corporate Development
Facsimile No.: (425) 216-7776

with copies (which will not constitute notice) to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: General Counsel
Facsimile No.: (425) 216-7776

Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
Attention: Joshua N. Korff
Facsimile No.: (212) 446-6460

Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Sarah English Tune
Facsimile No.: (206) 757-7161

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Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: James Wreggelsworth
Facsimile No.: (206) 757-7174

If to Eagle River, to:

Eagle River
2300 Carillon Point
Kirkland, Washington 98033
Attention: Chief Executive Officer
Facsimile No.: (425) 828-8061

If to Sprint, to:

Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Attention: President of Strategic Planning and Corporate Initiatives
Facsimile No.: (703) 433-4034

with copies (which will not constitute notice) to:

Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
Attention: Vice President — Law, Corporate Transactions and Business Law
Facsimile No.: (913) 523-9803

King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Michael J. Egan
Facsimile No.: (404) 572-5100

If to the Strategic Investors, to:

Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer
Facsimile No.: (215) 286-1240

50

with copies (which will not constitute notice) to:

Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: General Counsel
Facsimile No.: (215) 286-7794

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: David L. Caplan
Facsimile No.: (212) 450-3800

If to Intel, 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 RN4-151
Santa Clara, California 95054-1549
Attention: Intel Capital Group General Counsel
Facsimile No.: (408) 653-9098

Intel Corporation
2200 Mission College Blvd., MS RN5-125
Santa Clara, California 95054-1549
Attention: Director, U.S. Tax and Trade
Facsimile No.: (408) 765-1733

with copies (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94304
Attention: Gregory T. Davidson
Facsimile No.: (650) 849-5050

Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Paul S. Issler
Facsimile No.: (213) 229-6763

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     11.6. Confidentiality.

     (a) Each Member agrees that Confidential Information has been and may in the future be made available in connection with such Member’s investment in the LLC. Each Member acknowledges and agrees that it shall not disclose any Confidential Information to any Person or use any Confidential Information, except that Confidential Information (x) may be used solely in connection with the Member’s investment in the Company and the LLC and not in connection with any of its other business operations and (y) may be disclosed:

     (i) to such Member’s Representatives in the normal course of the performance of their duties,

     (ii) to the extent required by Law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Member is subject, provided that such Member agrees to give the LLC prompt notice of such request(s), to the extent practicable, so that the LLC may seek an appropriate protective order or similar relief (and the Member shall cooperate with such efforts by the LLC, and shall in any event make only the minimum disclosure required by such Law, rule or regulation)),

     (iii) to any Person with whom such Member is contemplating a financing transaction or to whom such Member is contemplating a Transfer of its Units, provided that such Transfer would not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof,

     (iv) to any regulatory authority or rating agency to which such Member or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information,

     (v) to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement (including all materials of any kind, such as opinions or other tax analyses that the LLC, its Affiliates or its Representatives have provided to such Member relating to such tax treatment and tax structure), provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information,

     (vi) in the case of the Strategic Investor Representative or any member of the Strategic Investor Group, to any other member of the Strategic Investor Group, or

     (vii) if the prior written consent of the Company Board shall have been obtained.

Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company, the LLC or any of their respective Subsidiaries or any Member.

52

     (b) “Confidential Information” means any information concerning the LLC or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the LLC or any such Persons in the possession of or furnished to any Member under this Agreement, provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Member or its affiliates, directors, officers, employees, stockholders, members, partners, agents, counsel, auditors, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) was available to such Member on a non-confidential basis prior to its disclosure to such Member or its Representatives by the LLC, (iii) becomes available to such Member on a non-confidential basis from a source other than the LLC after the disclosure of such information to such Member or its Representatives by the LLC, which source is (at the time of receipt of the relevant information) not, to the best of such Member’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the LLC or another Person, (iv) is independently developed by such Member without violating any confidentiality agreement with, or other obligation of secrecy to, the LLC or (v) is received by a Member under or in connection with other commercial contracts, agreements or arrangements with the Company (which information shall be governed by the terms of those contracts, agreements or arrangements).

     11.7. Strategic Investor Representative.

     (a) Each Strategic Investor hereby acknowledges that the Strategic Investor Representative is authorized to take all actions that are designated herein to be performed by the Strategic Investor Group, as a group, and to do or refrain from doing all further acts and things, and to execute all documents, as the Strategic Investor Representative deems necessary or appropriate in furtherance of any of the foregoing, including:

     (i) to receive and deliver all notices, communications and deliveries on behalf of the Strategic Investor Group under this Agreement;

     (ii) to provide consent on behalf of the Strategic Investor Group for any matter that requires the consent of the Strategic Investor Group under this Agreement; and

     (iii) to exercise any right or election on behalf of the Strategic Investor Group under this Agreement.

     (b) The Company, the LLC and each Member (other than the Strategic Investors) may conclusively and absolutely rely, without inquiry, on any actions of the Strategic Investor Representative authorized under this Agreement as the acts of the Strategic Investor Group in all matters referred to in this Agreement.

     (c) Each of the Strategic Investors hereby expressly acknowledges and agrees that the Strategic Investor Representative is authorized to act on behalf of the Strategic Investor Group notwithstanding any dispute or disagreement among the Strategic Investors, and that the Company, the LLC and any Member (other than the Strategic Investors) is entitled to rely on any and all action by the Strategic Investor Representative specifically authorized under this Agreement without liability to, or obligation to inquire of, any of the Strategic Investors. The Strategic Investor Representative may, at any time upon notice to the Managing Member and the other Members (upon which notice the Managing Member and the other Members will be entitled to rely), appoint a substitute or replacement Strategic Investor Representative.

53

     (d) Without in any way limiting the rights of the Company, the LLC and the Members (other than the Strategic Investors), under this Section 11.7 or otherwise, to rely on any and all action by the Strategic Investor Representative pursuant to this Agreement, each Strategic Investor expressly acknowledges and agrees that the appointment of the Strategic Investor Representative pursuant to Section 11.7(a) above, and all of the rights, obligations, power and authority of the Strategic Investor under this Agreement, are subject in all respects to the Strategic Investor Agreement.

     11.8. No Joint and Several Liability of the Members. The LLC, the Company and each other Member acknowledge and agree that under no circumstances will any Member be held jointly or severally liable for the breach of any provision of this Agreement by any other Member or the Strategic Investor Representative (it being understood that this Section 11.8 will not otherwise limit the liability of any Member for its own breaches of this Agreement); provided that, in the event of any breach of this Agreement by the Strategic Investor Representative (acting in its capacity as such), each Strategic Investor shall be severally liable for a portion of any liability, loss, cost, damage or expense (including attorneys’ fees) arising from or in connection with such breach that is equal to such Strategic Investor’s Percentage Interest divided by the aggregate Percentage Interest of the Strategic Investor Group.

     11.9. Further Assurances. At any time or from time to time after the Effective Date, the parties will cooperate with each other as may be reasonably requested, and at the request of any other party, will execute and deliver any further instruments or documents and, to the fullest extent permitted by Law, will take all further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated by this Agreement and to otherwise carry out the agreements and the intent of the parties under this Agreement.

     11.10. Entire Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement, together with the other Transaction Documents (and, as among the Strategic Investors only, the Strategic Investor Agreement), embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter of this Agreement in any way.

     11.11. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, will impair any right, power or remedy of any non-breaching and non-defaulting party, nor will it be construed to be a waiver of any breach, default or noncompliance, or any acquiescence in it, or of or in any similar breach, default or noncompliance later occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach, default or noncompliance under this Agreement or any waiver on that party’s part of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in that writing and to the extent permitted under this Agreement. No waiver of any default with respect to any provision, condition or requirement of this Agreement will be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof. All remedies, either under this Agreement, by Law, or otherwise afforded to any party, will be cumulative and not alternative.

54

     11.12. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in all respects by the laws of the State of Delaware. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each party to this Agreement irrevocably waives any right it may have had to bring an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. Each of the parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action or proceeding (including any counterclaim) in relation to this Agreement.

     11.13. Severability. When possible, each provision of this Agreement will be interpreted so as to be effective and valid under Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Law in any jurisdiction, that invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in that jurisdiction as if the invalid, illegal or unenforceable provision had never been contained in this Agreement and the parties to this Agreement will use their Reasonable Best Efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by that provision.

     11.14. Enforcement. Each party to this Agreement acknowledges that money damages would not be an adequate remedy if any of the covenants or agreements in this Agreement are not performed in accordance with its terms. If a party seeks an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction to enjoin an alleged breach and enforce specifically the terms and provisions of this Agreement, the other parties will not raise the defense of an adequate remedy at law.

     11.15. No Recourse. Except as provided in any Guaranty, neither the LLC nor any Member will, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Law, seek to hold liable under this Agreement or any documents or instruments delivered in connection with this Agreement, any current or future stockholder, director, officer, employee, general or limited partner or member of any Member or of any Affiliate or assignee thereof. No current or future officer, agent or employee of any Member or any current or future member of any Member or any current or future stockholder, director, officer, employee, partner or member of any Member or of any Affiliate or assignee thereof, will have any personal liability whatsoever for any obligation of any Member under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of those obligations or their creation.

     11.16. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the LLC and the Members, their respective Permitted Transferees, Permitted Designees and successors and permitted assigns, and no other Person may exercise any right or enforce any obligation under this Agreement. Without limiting the foregoing, any obligation of the Members to make Capital Contributions to the LLC under this Agreement is an agreement only among the Members and no other person or entity, including the LLC, will have any rights to enforce those obligations.

     11.17. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. This Agreement may be executed by facsimile or pdf signature(s).

55

     11.18. Managing Member Authorization. Each Member, by its execution of this Agreement, authorizes the Managing Member to make, execute, sign, acknowledge, swear to, record and file, in each case, on behalf of the LLC:

     (a) the Certificate and all amendments thereto required or permitted by Law or the provisions of this Agreement;

     (b) all certificates and other instruments deemed advisable by the Managing Member to carry out the provisions of this Agreement and Law or to permit the LLC to continue as a limited liability company or other entity where the Members have limited liability in each jurisdiction where the LLC may be doing business;

     (c) all instruments that the Managing Member deems appropriate to reflect a change or modification of this Agreement or the LLC in accordance with this Agreement, including, without limitation, the admission of additional Members or substituted Members under the provisions of this Agreement;

     (d) all conveyances and other instruments or papers deemed advisable by the Managing Member to effect the liquidation and termination of the LLC in accordance with this Agreement; and

     (e) all fictitious or assumed name certificates required or permitted (in light of the LLC’s activities) to be filed on behalf of the LLC.

[Rest of page intentionally left blank]

56

     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.

Managing Member: CLEARWIRE CORPORATION
By:	/s/ Hope Cochran
	Name:	Hope Cochran
	Title:	Vice President, Finance and Treasurer

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

Members:

SPRINT HOLDCO, LLC
By:	/s/ Keith O. Cowan
	Name:	Keith O. Cowan
	Title:	Vice President

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A
By:	/s/ Arvind Sodhani
	Name:	Arvind Sodhani
	Title:	President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B
By:	/s/ Arvind Sodhani
	Name:	Arvind Sodhani
	Title:	President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C
By:	/s/ Arvind Sodhani
	Name:	Arvind Sodhani
	Title:	President
CLEARWIRE CORPORATION
By:	/s/ Hope Cochran
	Name:	Hope Cochran
	Title:	Vice President, Finance and Treasurer

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

COMCAST WIRELESS INVESTMENT I, INC.
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
COMCAST WIRELESS INVESTMENT II, INC.
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
COMCAST WIRELESS INVESTMENT III, INC.
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
COMCAST WIRELESS INVESTMENT IV, INC.
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
COMCAST WIRELESS INVESTMENT V, INC.
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

TWC WIRELESS HOLDINGS I LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments
TWC WIRELESS HOLDINGS II LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments
TWC WIRELESS HOLDINGS III LLC
By:	/s/ Satish Adige
	Name:	Satish Adige
	Title:	Senior Vice President, Investments

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

BHN SPECTRUM INVESTMENTS, LLC
By:	/s/ Leo Cloutier
	Name:	Leo Cloutier
	Title:	Senior Vice President, Strategy & Development

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

EAGLE RIVER HOLDINGS, LLC, solely with respect to Sections 7.10, 7.11 and 8.8
By:	/s/ Amit Mehta
	Name:	Amit Mehta
	Title:	Vice President

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

Strategic Investor Representative: COMCAST CORPORATION, as the Strategic Investor Representative
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature Page to the Amended and Restated Operating Agreement of Clearwire Communications LLC by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, 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, and BHN Spectrum Investments, LLC]

ANNEX A

Definitions

     Any capitalized terms used in this Agreement and not otherwise defined in this Annex A will have the meanings assigned to those terms in the Equityholders’ Agreement.

     “2.5 GHz Spectrum” means any spectrum in the 2495-2690 MHz band authorized by the FCC under licenses for BRS or EBS.

     “Act” means the Delaware Limited Liability Company Act, as amended from time to time (and any corresponding provisions of succeeding Law).

     “Additional Funds” is defined in Section 5.2(b).

     “Adjusted Capital Account Balance” means, with respect to any Member, the balance in the Member’s Capital Account after giving effect to the following adjustments: (a) debits to the Capital Account of the items described in Regulations Section l.704-1(b)(2)(ii)(d)(4-6), and (b)  credits to the Capital Account of the Member’s share of LLC Minimum Gain or Member Nonrecourse Debt Minimum Gain or of any amount which the Member would be required to restore under this Agreement or otherwise. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section l.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith.

     “Adjusted Initial Capital Account” is defined in Section 5.1.

     “Adjustment Date” has the meaning set forth in the Transaction Agreement.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with that Person; provided that neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any Member other than the Company.

     “Alternative Financing” means a Nonrecourse Alternative Financing or a Recourse Alternative Financing.

     “Agreement” is defined in the preamble.

     “Ancillary Agreements” has the meaning set forth in the Transaction Agreement.

     “Assignee” is defined in Section 8.1(a).

     “Audit Committee” means the Audit Committee of the Company.

     “beneficial owner” or “beneficially own” has the meaning given in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of securities of any Person will be calculated in accordance with the provisions of that Rule, except that for purposes of determining beneficial ownership, no Person will be deemed to beneficially own any security solely as a result of that Person’s execution of this Agreement or the Equityholders’ Agreement.

     “BHN” is defined in the preamble.

A-1

     “Bona Fide Non-Tax Business Need” means, with respect to a Significant BIG Disposition, that (i) the taxable sale or other taxable disposition of Former Clearwire Assets or Former Sprint Assets involved with the Significant BIG Disposition will serve a bona fide business need of the LLC’s Wireless Broadband Business and (ii) neither the taxable sale or other taxable disposition nor the reinvestment or other use of the proceeds is significantly motivated by the desire to obtain increased income Tax benefits for the Members or to impose income Tax costs on Sprint or the Company.

     “BRS” means Broadband Radio Service, a radio service licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC, which can be used to provide fixed and mobile wireless services.

     “Built-In Gain” means, with respect to a Former Clearwire Asset or a Former Sprint Asset, the excess of the Carrying Value of the property over its adjusted basis to the LLC for U.S. federal income tax purposes immediately after the actual or deemed contribution for U.S. federal income tax purposes of such property to the LLC (disregarding any entities that held such property at the time of such contribution if such entities were then treated as disregarded entities for U.S. federal income tax purposes).

     “Business Day” means any day that is not a Saturday, a Sunday or other day that banks are required or authorized by Law to be closed in New York City.

     “Capital Account” means the separate capital account maintained for each Member in accordance with Section 5.3.

     “Capital Contribution” means, with respect to any Member, the aggregate amount of cash and cash equivalents and the Carrying Value of any property (other than cash and cash equivalents) contributed to the LLC under Article V, net of any liabilities assumed by the LLC in connection with the contribution or to which the contributed property is subject.

     “Carrying Value” means, with respect to any asset of the LLC, the asset’s adjusted basis for U.S. federal income tax purposes, except as provided below.

     (a) The Carrying Value of any asset contributed (or deemed contributed under Regulations Section 1.704-1(b)(1)(iv)) by a Member to the LLC will be the fair market value of the asset at the date of its contribution as determined in good faith by the Managing Member, subject to the review procedures set forth in Section 5.11(e). Notwithstanding the foregoing, the aggregate initial Carrying Value of the Former Sprint Assets and the Former Clearwire Assets shall equal the Initial Capital Account of Sprint and the Company, respectively (or, if their Adjusted Initial Capital Accounts differs from their Initial Capital Accounts, then such Carrying Value shall be adjusted in a manner consistent with their Adjusted Initial Capital Accounts), increased by liabilities deemed to have been assumed by the LLC or taken subject to by the LLC (as determined for federal income tax purposes) in connection with such contributions and deemed contributions.

A-2

     (b) The Carrying Values of all assets of the LLC will be adjusted to equal their respective fair market values as reasonably determined by the Managing Member, in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided in this Agreement, as of:

     (i) the date of the acquisition of any additional Units by any new or existing Member in exchange for more than a de minimis Capital Contribution;

     (ii) the date of the distribution of more than a de minimis amount of assets of the LLC to a Member in redemption of Units; and

     (iii) any other date (A) permitted or (B) required by Regulations;

except that adjustments under clauses (i), (ii), and (iii)(A) above will be made only if the Managing Member reasonably determines that the adjustments are necessary or appropriate to reflect the relative economic interests of the Members. The Carrying Value of any asset of the LLC distributed to any Member will be adjusted immediately before distribution to equal its fair market value. If there is an adjustment to the Carrying Value of any asset,

     (A) the amount of the adjustment will be included as gain or loss in computing book income or loss for purposes of maintaining Capital Accounts under this Agreement, and

     (B) Carrying Value will thereafter be adjusted by the depreciation, amortization or cost recovery subsequently taken into account with respect to the asset for purposes of computing Profits and Losses.

     “Certificate” means the certificate of formation of the LLC.

     “CFO Certificate” is defined in Section 5.11(g).

     “CFO Committee” means a committee composed of the chief financial officers of the Company and of the Parent of Sprint, and a senior financial officer of a member of the Strategic Investor Group who is designated by the Strategic Investor Representative.

     “Change of Control” means, with respect to any Person, any of the following events:

     (i) the sale of more than a majority (or in the case of the Company or the LLC, the Specified Percentage) of the consolidated assets of that Person and its Subsidiaries;

     (ii) any merger, consolidation, share exchange, recapitalization, sale, issuance, disposition, transfer of capital stock or other transaction, in each case in which any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than, in the case of the Company or the LLC, Sprint, Intel, the Strategic Investors and their respective Permitted Transferees and Permitted Designees, singly or in a group) acquires beneficial ownership of more than a majority (or, in the case of the Company or the LLC, the Specified Percentage) of either

     (A) the then-outstanding shares of that Person’s common stock or equivalent securities (determined on an as-converted basis), or

     (B) the combined voting power of the then-outstanding voting securities of that Person entitled to vote generally in the election of directors; or

A-3

     (iii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; provided, however, that, in the case of the Company, a member of the Company Board who differs from the individual who was a member of the Company Board on the first day of the applicable period will be deemed to have been a member on the first day of the applicable period if such member was nominated or otherwise designated by the same Equityholder as appointed the original member in accordance with Section 2.1 of the Equityholders’ Agreement.

     “Charter” means the Restated Certificate of Incorporation of the Company, as in effect on the Effective Date and as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms of the Equityholders’ Agreement.

     “Class A Common Stock” means Class A common stock, par value $0.0001 per share, of the Company, which is entitled to voting and other rights described in the Charter.

     “Class A Common Unit” means a Non-Voting Unit issued under Section 5.1, 7.1, 7.3, 7.4, 7.5, 7.6 or 7.7, designated a Class A Common Unit, with the rights, powers and duties set forth in this Agreement.

     “Class B Common Stock” means Class B common stock, par value $0.0001 per share, of the Company, which is entitled to voting and other rights described in the Charter.

     “Class B Common Unit” means a Non-Voting Unit issued under Section 5.1, 7.1, 7.3, 7.6, or 7.7, designated a Class B Common Unit, with the rights, powers and duties set forth in this Agreement.

     “Clearwire” is defined in the recitals.

     “Clearwire Sub LLC” is defined in the recitals.

     “Clearwire Pre-Closing Indebtedness” means the indebtedness owed by Clearwire immediately prior to the Merger.

     “Closing” has the meaning set forth in the Transaction Agreement.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Comcast” is defined in the preamble.

     “Common Stock” means any and all classes of the Company’s common stock as authorized pursuant to the Charter, including the Class A Common Stock and the Class B Common Stock.

     “Common Unit” means a Class A Common Unit or a Class B Common Unit.

     “Common Unit Exchange Rate” is defined in Section 7.9(a).

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     “Company” is defined in the preamble.

     “Company Board” means the board of directors of the Company.

     “Company Disregarded Subsidiary” means a Subsidiary of the Company that is disregarded as separate and apart from the Company for U.S. federal income tax purposes.

     “Company Tax Representative” is defined in Section 5.11(b).

     “Conditional Exchange” is defined in Section 7.9(a).

     “Confidential Information” is defined in Section 11.6(b).

     “Consenting Member” is defined in Section 8.10.

     “Control” (including the correlative terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “Controlled Affiliate” of a Member means

     (i) each direct or indirect Subsidiary of that Member and of that Member’s Parent,

     (ii) any Affiliate of the Member that the Member (or its Parent) can directly or indirectly unilaterally cause to take or refrain from taking any of the actions required, prohibited or otherwise restricted by this Agreement; and

     (iii) such Member’s Parent.

     provided that neither the Company nor any of it Subsidiaries will be deemed to be a Controlled Affiliate of any Member.

     “Covered Tax Liability” is defined in Section 4.4(a).

     “Disabling Event” means the Managing Member ceasing to be the Managing Member of the LLC under Section 18-402 of the Act.

     “Dissolution Event” is defined in Section 9.2.

     “Eagle River” is defined in the preamble.

     “EBS” means Educational Broadband Service, a fixed or mobile service, the licensees of which are educational institutions or non-profit educational organizations, and intended primarily for video, data, or voice transmissions of instructional, cultural, and other types of educational material licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC.

     “Effective Date” is defined in the preamble.

     “Equity Securities” means any and all shares of common stock of the Company and any securities issued in respect thereof, including

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     (i) Common Stock,

     (ii) securities of the Company convertible into, or exchangeable for, shares of Common Stock, and options, warrants or other rights to acquire shares of Common Stock; and

     (iii) any securities issued in substitution for the securities described in clauses (i) and (ii) above in connection with any Recapitalization Event.

     “Equityholder” is defined in the recitals to the Equityholders’ Agreement.

     “Equityholder Group” is defined in Section 8.1(b).

     “Equityholders’ Agreement” means the Equityholders’ Agreement entered into by and among the Company, Sprint, Eagle River, Intel, Google and the Strategic Investors, dated of even date herewith, as amended from time to time.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Exchange Date” is defined in Section 7.9(c).

     “Exchange Notice” is defined in Section 7.9(c).

     “Exchange Rate” is defined in Section 7.9(a).

     “Exchange Transaction” means a transaction described in Section 7.9(a) or Section 7.9(h).

     “Excluded Amounts” is defined in Section 3.2.

     “Excluded Transfer” is defined in Section 8.8(g).

     “Exercisable Rights” is defined in Section 7.6.

     “FCC” means the Federal Communications Commission.

     “Federal Tax Payment” is defined in Section 4.4(a).

     “Filing Date” means the date on which the Certificate was filed with the Delaware Secretary of State.

     “Former Clearwire Asset” means any asset acquired by Clearwire Sub LLC in the Merger that, on execution of this Agreement, was deemed contributed to the LLC by the Company under the Transaction Agreement, and will also include any substituted basis property acquired in exchange for such asset in a nonrecognition transaction covered by Regulations Section 1.704-3(a)(8)(i).

     “Former Sprint Asset” means any asset acquired by the LLC from Sprint (through the Contribution by Sprint to the Company of all of the membership interests in Sprint LLC) under the Transaction Agreement, and will also include any substituted basis property acquired in exchange for such asset in a nonrecognition transaction covered by Regulations Section 1.704-3(a)(8)(i).

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     “GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time.

     “Google” is defined in the recitals.

     “Governmental Authority” means any (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, or other government; (iii) governmental or quasi-governmental authority of any nature; or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or Taxing power or authority of any nature.

     “Guaranty” means the Parent Agreement attached to the Equityholders’ Agreement as Exhibit E.

     “Hedging Transactions” means engaging in short sales, zero cost collars, equity swaps, prepaid variable forward contracts, or the purchase and sale of puts and calls or other derivative securities, so long as (i) the applicable Equityholder retains beneficial ownership of the Equity Securities underlying such Hedging Transactions within the meaning of Rule 13d-3 of the Exchange Act and (ii) such Hedging Transactions are not permitted to be settled in securities, and are settled solely in cash.

     “Holding Company Exchange” is defined in Section 7.9(h).

     “Holding Company Transfer” is defined in Section 8.12(a).

     “Incapacity” means, with respect to a Managing Member, the dissolution and liquidation of that Person.

     “Incentive Plan” means any equity incentive or similar plan or agreement under which the Company may issue shares of Class A Common Stock or other Equity Securities to existing and former directors, officers, employees and other Persons providing services to the Company and its Subsidiaries from time to time, except to the extent any such arrangement is attributable to Other Business Activities.

     “Indemnified Litigation” is defined in Section 13.1(e) of the Transaction Agreement.

     “Independent Designee” is defined in Section 2.1(a) of the Equityholders’ Agreement.

     “Initial Capital Account” is defined in Section 5.1.

     “Initial Units” means, with respect to an Equityholder Group, the Units acquired by that Equityholder Group on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement and (ii) for Recapitalization Events.

     “Interest Notice” is defined in Section 8.8(a).

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     “Investor Unit Holding Company” means any entity (other than the Company or any of its Subsidiaries) that (i) is taxable as a corporation for U.S. federal income tax purposes, (ii) holds no material assets other than an equal number of Class B Common Units and shares of Class B Common Stock, (iii) at all times since its existence has held no material assets other than assets transferred to or from the LLC (and earnings thereon) and an equal number of (A) Class B Common Units and (B) either (1) shares of Class B Common Stock or (2) Voting Units, and (iv) has conducted no business or other activities other than those related to its ownership of such Class B Common Units and Class B Common Stock.

     “Intel” is defined in the preamble.

     “Intel Original Units” means the number of Units acquired by Intel on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement and (ii) for Recapitalization Events.

     “Intel Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor to any of the following or any of their respective Controlled Affiliates): Vodafone Group, NTT DoCoMo, Inc., AT&T Inc., Verizon Communications Inc. and Verizon Wireless.

     “Law” means any applicable foreign or domestic, federal, state or local, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or requirement of any Governmental Authority or any arbitration tribunal.

     “Liquidation Agent” is defined in Section 9.3.

     “LLC” is defined in the preamble.

     “LLC Minimum Gain” has the meaning given to the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

     “Lock-up Period” is defined in Section 7.9(a).

     “Managing Member” means the Company or any successor Managing Member admitted to the LLC in accordance with the terms of this Agreement, in its capacity as Managing Member of the LLC.

     “Member” means, at any time, each person listed as a Member (including the Managing Member) on the books and records of the LLC, in each case for so long as he, she or it remains a Member as provided under this Agreement; provided that each Assignee shall be deemed to be a “Member” for all purposes of the Designated Provisions (defined below), including to the extent that the defined term “Member” is used in another defined term (e.g., “Percentage Interest”) that appears in any of the Designated Provisions. As used in this definition, “Designated Provisions” means the following provisions of this Agreement: Article IV; Article V (other than Section 5.2(e)(ii), the last two paragraphs of Section 5.2(e) and except to the extent required by Law, Section 5.11); Section 7.5(e); Section 7.5(f) and Section 9.3.

     “Member Nonrecourse Debt Minimum Gain” means “partner nonrecourse debt minimum gain” as defined in Regulations Section 1.704-2(i)(2).

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     “Member Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i)(2).

     “Merger” is defined in the recitals.

     “NASDAQ” means The NASDAQ Stock Market, LLC or other stock exchange or securities market on which the Common Stock is at any time listed or quoted.

     “Neutral Accountants” means the accounting firm designated by unanimous agreement of the Company, Sprint and the Strategic Investor Representative.

     “New Units” is defined in Section 7.10(d).

     “New Units Notice Period” is defined in Section 7.10(b).

     “Nonrecourse Alternative Financing” is defined in Section 5.2(e).

     “Nonrecourse Deductions” is defined in Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the LLC for a Taxable Year equals the net increase, if any, in the amount of LLC Minimum Gain of the LLC during that Taxable Year, determined according to the provisions of Regulations Section 1.704-2(c).

     “Non-Selling Member” is defined in Section 8.8(a).

     “Non-Voting Units” are Units that have no right to vote on any matter reserved for the Members’ approval, consent or consideration.

     “Notice of Issuance” is defined in Section 7.10(b).

     “Original Operating Agreement” is defined in the preamble.

     “Original Units” means, as applicable, any or all of the Sprint Original Units, the Strategic Investor Original Units or the Intel Original Units.

     “Other Business Activities” means business activities of the Company that are (a) approved by the Company Board in accordance with Section 2.6(b)(iii) of the Equityholders’ Agreement and (b) not conducted by or through the LLC or its Subsidiaries.

     “Par Value” means, with respect to shares of Class A Common Stock and Class B Common Stock, $0.0001 per share, as adjusted for Recapitalization Events.

     “Parent” means, with respect to Sprint, Sprint Nextel Corporation; with respect to Intel, Intel Corporation; with respect to Comcast, Comcast Corporation; with respect to TWC, Time Warner Cable Inc.; and with respect to BHN, Advance/Newhouse Partnership and, except for purposes of Section 11.1, Bright House Networks, LLC; and, in each case, any successor thereto; provided that if any Equityholder effects a Spin-Off Transaction, following such Spin-Off Transaction the Parent of the Person owning the Equity Securities and Units that have been spun off will be deemed to be the Spin-Off Entity.

     “Partially Adjusted Capital Account Balance” means, with respect to any Member, the balance in the Member’s Capital Account after crediting the Capital Account of such Member with its share of LLC Minimum Gain, Member Nonrecourse Debt Minimum Gain and any amount which the Member would be required to restore under this Agreement or otherwise.

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     “Partnership Subsidiary” means any entity taxable as a partnership for U.S. federal income tax purposes

     (i) in which the LLC holds an ownership interest and

     (ii) that is considered an Affiliate of the LLC.

     “Percentage Interest” means, with respect to any Member at a specified time, the quotient obtained by dividing the number of Non-Voting Units owned by that Member at such time by the number of Non-Voting Units owned by all Members at such time.

     “Permitted Designee” means, with respect to any Member a direct or indirect wholly owned Subsidiary of the Parent of such Member.

     “Permitted Transferee” means, (i) with respect to any Member, the Parent of such Member or a direct or indirect wholly owned Subsidiary of the Parent of such Member, (ii) in the case of any Member that is a member of the Strategic Investor Group, another member of the Strategic Investor Group and (iii) in the case of Eagle River, any of the members of Eagle River. Notwithstanding the foregoing, a Permitted Transferee of the Spinning Entity or any of its direct or indirect wholly owned Subsidiaries will not cease to qualify as a Permitted Transferee as a result of a Spin-Off Transaction for so long as it remains a direct or indirect wholly-owned Subsidiary of the Spin-Off Entity.

   “Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, government or any agency or political subdivisions thereof.

     “Potential Distributee” is defined in Section 4.4(a).

     “Preemptive Right Pro Rata Share” is defined in Section 7.10(a).

     “Preexisting Holder” is defined in Section 8.1(a).

     “Principal Member” means, at any given time, whichever of Sprint, the Strategic Investor Group or Intel holds, together with its Permitted Transferees and Permitted Designees, the largest Percentage Interest; provided that in no event shall any Member be deemed the Principal Member if it (together with its Permitted Transferees and Permitted Designees) holds a Percentage Interest of less than 26%.

     “Profits” and “Losses” means, for each Taxable Year or other period, an amount equal to the LLC’s taxable income or loss for that year or period, determined in accordance with Code Section 703(a) and for this purpose, all items of income, gain, loss or deduction required to be stated separately under Code Section 703(a)(1) will be included in taxable income or loss, with the following adjustments:

     (iv) any income of the LLC that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses under this definition will be added;

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     (v) any items of expenditure of the LLC described in Code Section 705(a)(2)(B) or items of expenditure treated as Code Section 705(a)(2)(B) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses under this definition, will be subtracted;

     (vi) if the Carrying Value of any property is adjusted under clause (b)(i), (b)(ii), or (b)(iii) of that definition, the amount of the adjustment will be taken into account as gain or loss from the disposition of the property for purposes of computing Profits or Losses;

     (vii) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for U.S. federal income tax purposes will be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted Tax basis of the property differs from its Carrying Value;

     (viii) to the extent an adjustment to the adjusted Tax basis of any LLC asset under Code Section 734(b) or Code Section 743(b) is required under Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the LLC, the amount of the adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and will be taken into account for purposes of computing Profits or Losses; and

     (ix) if the Carrying Value of any asset differs from its adjusted Tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to that asset for purposes of determining Profits and Losses will be an amount that bears the same ratio to the Carrying Value as the U.S. federal income Tax depreciation, amortization or other cost recovery deductions bears to the adjusted Tax basis (except that if the U.S. federal income Tax depreciation, amortization or other cost recovery deduction is zero, the Managing Member may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses).

     Notwithstanding any other provision of this definition, any items that are specially allocated under Sections 5.4(b), 5.5 and 5.6 will not be taken into account in computing Profits or Losses.

     “Proposed Transferee” is defined in Section 8.9(a).

     “Reasonable Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously and as reasonably as possible.

     “Recapitalization Event” means a split, reverse split, combination, reclassification, recapitalization, dividend, in each case of stock or Units, or similar transaction.

     “Recourse Alternative Financing” is defined in Section 5.2(e).

     “Register” is defined in Section 5.1.

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     “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as the Regulations may be amended (including corresponding provisions of succeeding regulations).

     “Regulatory Allocations” is defined in Section 5.6.

     “Representatives” is defined in Section 11.6(b).

     “Response Notice” is defined in Section 8.8(b).

     “Restricted Entity” means, collectively, the Intel Restricted Entities, the Strategic Investor Restricted Entities and the Sprint Restricted Entities.

     “Reverse 704(c) Layer” is defined in Section 5.8(b).

     “Sale Units” is defined in Section 8.9(a).

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Selling Member” is defined in Section 8.8(a).

     “Significant BIG Disposition” is defined in Section 5.11(g).

     “Specified Financing” is defined in Section 5.2(e).

     “Specified Percentage” means a percentage equal to 50% of the Percentage Interest of Sprint as of the Adjustment Date.

     “Spinning Entity” is defined in the definition of “Spin-Off Transaction.”

     “Spin-Off Entity” is defined in the definition of “Spin-Off Transaction.”

     “Spin-Off Transaction” means any pro rata transfer by a Parent (such Parent, a “Spinning Entity”) to its stockholders in a spin-off or similar transaction of all of the capital stock of a Permitted Transferee of such Spinning Entity owning directly or indirectly all of the Equity Securities and Units beneficially owned by such Spinning Entity and its Affiliates (the “Spin-Off Entity”) that qualifies as a tax-free spin-off under Section 355(c) of the Code; provided that in order to be treated as a Spin-Off Transaction the Spin-Off Entity must,

     (a) if the Parent of Sprint is the Spinning Entity, also own directly or indirectly all or substantially all of the wireless, voice and data services business conducted by Sprint and its Controlled Affiliates using CDMA technology over 1.9 GHz PCS spectrum (or successor or operational or functional equivalent),

     (b) if the Parent of Comcast, TWC or BHN is the Spinning Entity, also own directly or indirectly all or substantially all of its and its Controlled Affiliates’ cable division or business (or successor or operational or functional equivalent), or

     (c) if the Parent of Intel is the Spinning Entity, also own directly or indirectly all or substantially all of the business comprising the mobility group of Intel and its Controlled Affiliates as of the date of the Transaction Agreement (or successor or operational or functional equivalent).

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     “Sprint” is defined in the preamble.

     “Sprint Gain Transaction” is defined in Section 4.4(b).

     “Sprint LLC” is defined in the recitals.

     “Sprint Original Units” means the number of Units acquired by Sprint on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, subject to adjustment for Recapitalization Events.

     “Sprint Pre-Closing Financing” is defined in Section 1.2 of the Transaction Agreement.

     “Sprint Remedial Assets” is defined in Section 5.8(a).

     “Sprint Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., and Verizon Wireless.

     “Sprint Tax Loan” is defined in Section 4.4(b).

     “Sprint Traditional Assets” is defined in Section 5.8(a).

     “Sprint Unit Holding Company” means any entity (other than the Company or any of its Subsidiaries) that (i) is taxable as a corporation for U.S. federal income tax purposes, (ii) holds no material assets other than an equal number of Class B Common Units and shares of Class B Common Stock, (iii) at all times since its existence has held no material assets other than interests in Sprint, assets transferred to or from the LLC (and earnings thereon), and an equal number of Class B Common Units and shares of Class B Common Stock and (iv) has conducted no business or other activities other than those related to its ownership of such Class B Common Units and shares of Class B Common Stock and interests in Sprint.

     “State Tax Payment” is defined in Section 4.4(a).

     “Strategic Investor Agreement” means that certain Strategic Investor Agreement entered into among the Strategic Investors and Google as of the date hereof, as amended from time to time.

     “Strategic Investor Group” means, collectively, (i) each Strategic Investor and (ii) each Permitted Transferee and Permitted Designee of a Strategic Investor.

     “Strategic Investor Original Units” means the number of Units acquired by the Strategic Investor Group on the Effective Date in connection with the transactions contemplated by the Transaction Agreement, subject to adjustment (i) as set forth in Section 4.3 of the Transaction Agreement and (ii) for Recapitalization Events.

     “Strategic Investor Representative” means the representative of the Strategic Investor Group that is appointed in accordance with the terms of the Strategic Investor Agreement to take all actions designated herein to be performed by the Strategic Investor Group, as a group, in accordance with the terms set forth in the Strategic Investor Agreement. The initial Strategic Investor Representative shall be Comcast Corporation unless and until Comcast Corporation is removed or resigns in accordance with the terms of the Strategic Investor Agreement.

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     “Strategic Investor Restricted Entity” means any of the following (including any Controlled Affiliate of the following and any successor to any of the following or any of their Controlled Affiliates): AT&T Inc., Verizon Communications Inc., Verizon Wireless, DirectTV, Inc., Echostar Communications Corporation and Microsoft Corporation.

     “Strategic Investors” is defined in the preamble.

     “Subsidiary” means, with respect to any entity,

     (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such entity, either directly or indirectly, and

     (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which such entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner or managing member.

     “Subject Units” is defined in Section 8.8(a).

     “Tag-Along Members” is defined in Section 8.9(a).

     “Tag-Along Notice” is defined in Section 8.9(a).

     “Tax Matters Member” is defined in Section 5.11(a).

     “Tax” or “Taxes” means any federal, state, local, or foreign taxes, assessment, duties, fees, levies, imposts, deductions, or withholdings, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth, franchise taxes, estimated, withholding, employment, social security, workers compensation, environmental, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer, gains, or other tax or governmental charge of any nature whatsoever, imposed by any taxing authority of any country, and any liabilities with respect thereto, including any penalties, additions to tax, fines or interest thereon and includes any liability for Taxes of another person by contract, as a transferee or successor, under Regulations Section 1.1502-6 or analogous state, local or foreign Law provision or otherwise.

     “Taxable Year” means the calendar year, or such other year as may be required under Code Section 706(d).

     “Transaction Agreement” is defined in the recitals.

     “Transaction Documents” means this Agreement, the Transaction Agreement, the Equityholders’ Agreement, the Registration Rights Agreement, the Guaranty and the Ancillary Agreements.

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     “Transfer” (including the terms “Transferring” and “Transferred”) means, directly or indirectly, in one transaction or a series of related transactions, to sell, transfer, assign, or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, or similar disposition of, any Units beneficially owned by a Person or any interest in any Units beneficially owned by a Person (including any arrangement to provide another Person the economic performance of all or any portion of such Units (including by means of any option, swap, forward or other contract or arrangement the value of which is linked in whole or in part to the value of such Units)); provided that a Transfer will not include (i) any Hedging Transaction or (ii) any pledge, encumbrance or hypothecation of any Units incurred or effected in connection with a financing transaction unless and until such Units are Transferred as a result of a foreclosure or similar action, so long as the following conditions are satisfied: (x) in connection with any such pledge, encumbrance or hypothecation, the applicable Member will cause the pledgee or other lienor with respect to such Units to hold such Units subject to this Agreement (including, without limitation, Section 8.8 and 8.9) and (y) without limiting the generality of the foregoing, in the event of a foreclosure or similar action the pledgee or other lienor will be required to comply, and will comply, in all respects with this Agreement (including, without limitation, by giving the notices and taking the other actions required of a “Selling Member” under Section 8.8 and 8.9 prior to any Transfer of such Units. For the avoidance of doubt, each party hereto agrees that a Change of Control of a Parent, or sale or transfer of other securities of a Parent, will not be deemed a Transfer of Units hereunder.

     “Transfer Agent” is defined in Section 7.9(c).

     “Transferee” means any Person to whom any Units are Transferred.

     “Transfer Entities” is defined in Exhibit A to the Transaction Agreement.

     “Transferor” means any Person that Transfers Units.

     “TWC” is defined in the preamble.

     “Unit Holding Company” means any Investor Unit Holding Company or a Sprint Unit Holding Company.

     “Unit Holding Company Stockholder” is defined in Section 7.9(h).

     “Units” means units authorized in accordance with this Agreement, which constitute interests in the LLC as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the LLC at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Member under this Agreement, together with the obligations of the Member to comply with all terms and provisions of this Agreement.

     “Unit Exchange Rate” is defined in Section 7.9(a).

     “Voting Units” means the Units that entitle the holder to cast one vote for each Unit on all matters reserved for the Members’ approval, consent or consideration under this Agreement or the Act.

     “WiMAX” means the IEEE 802.16e-2005 Wave 2 conforming technology standard, including future evolution thereof (as defined by the WiMAX Forum).

A-15

     “WiMAX Forum” means the industry-led, non-profit corporation formed to promote and certify compatibility and interoperability of broadband wireless products using industry standard IEEE 802.16e.

     “Wireless Broadband Business” is defined in Section 2.6(d).

     “Wireless Broadband Network” is defined in the recitals.

     “Withheld Taxes” is defined in Section 5.9(a).

     “Withholding Loan” is defined in Section 5.9(a).

A-16

EXHIBIT A

TERMS FOR SPRINT TAX LOANS

Principal Amount: Previously unrecognized Built-In Gain recognized and allocated to Sprint under Code Section 704(c) with respect to a sale or other disposition of Former Sprint Assets by the LLC and its Subsidiaries during the Taxable Year, reduced by any Losses allocable to Sprint for such Taxable Year, multiplied by the then-highest marginal federal and state income Tax rate applicable to a corporate resident of the state in which Sprint’s principal corporate offices are located (taking into account the deductibility of state Taxes for U.S. federal income tax purposes).

Interest Rate: A floating rate equal to the higher of (x) the interest rate for the LLC’s unsecured floating rate indebtedness and (y) the interest rate for Sprint Parent’s unsecured floating rate indebtedness plus 200 basis points.

Interest Payments: Accrued interest shall be payable by Sprint semiannually.

Principal Payments: Principal shall be payable in equal annual installments from the loan date to the later of (a) the 15^th anniversary of the Effective Date or (b) the first anniversary of the loan date.

Prepayments; Offset: Sprint may prepay principal and accrued interest at any time. Upon Sprint’s sale or other disposition of Class B Common Units (other than to a Permitted Transferee), a percentage of the outstanding principal and accrued and unpaid interest equal to the number of Class B Common Units sold or otherwise disposed of by Sprint divided by the total number of Class B Common Units held by Sprint on the date of such sale or other disposition, will be mandatorily prepayable. All distributions to Sprint or any Sprint Permitted Transferee from the LLC shall be applied to reduce the outstanding interest due with respect to, and then-principal amount of, such Sprint Tax Loan.

Condition to LLC’s Obligation to Make Sprint Tax Loan: No Bankruptcy (as defined in the Transaction Agreement) of Sprint or Sprint Parent shall exist as of the loan date, unless the loan is approved by the applicable bankruptcy court under Section 364(c) and Section 364(d) of the Bankruptcy Code on a super-priority, administrative claim, and first priority primary lien, basis.

Security: Sprint Parent will be required to provide a guarantee of such Sprint Tax Loan in form and substance reasonably satisfactory to the LLC.

A-17

EXHIBIT B
MEMBERS; UNITS¹; PERCENTAGE INTERESTS²

			Initial Number of
	Initial		Non-Voting Units	Initial
	Number of		(Identified by	Percentage
Member	Voting Units		Class of Unit)	Interest
Managing Member
Clearwire Corporation		694,404,459	189,404,459 (Class A)		27.28	%
Members
Sprint HoldCo, LLC			370,000,000 (Class B)		53.28	%
Intel Capital Wireless Investment Corporation 2008A			16,666,666 (Class B)		2.40	%
Intel Capital Wireless Investment Corporation 2008B			16,666,667 (Class B)		2.40	%
Intel Capital Wireless Investment Corporation 2008C			16,666,667 (Class B)		2.40	%
Comcast Wireless Investment I, Inc.			10,500,000 (Class B)		1.51	%
Comcast Wireless Investment II, Inc.			10,500,000 (Class B)		1.51	%
Comcast Wireless Investment III, Inc.			10,500,000 (Class B)		1.51	%
Comcast Wireless Investment IV, Inc.			10,500,000 (Class B)		1.51	%
Comcast Wireless Investment V, Inc.			10,500,000 (Class B)		1.51	%
TWC Wireless Holdings I LLC			9,166,667 (Class B)		1.32	%
TWC Wireless Holdings II LLC			9,166,667 (Class B)		1.32	%
TWC Wireless Holdings III LLC			9,166,667 (Class B)		1.32	%
BHN Spectrum Investments, LLC			5,000,000 (Class B)		0.72	%

1

The calculations on this Exhibit reflect the ownership of the outstanding Voting Units and Common Units of Clearwire Communications LLC immediately following the consummation of all of the transactions contemplated in Articles 2, 3 and 4 of the Transaction Agreement, other than the Post-Closing Adjustment pursuant to Section 4.3 of the Transaction Agreement. Pursuant to Section 4.1(b) of the Transaction Agreement, Intel 1, Intel 2, Intel 3, Comcast I, Comcast II, Comcast III, Comcast IV, Comcast V, TWC I, TWC II, TWC III and BHN each were issued a number of Voting Units in the LLC equal to the number of Class B Common Units set forth opposite such Member’s name on this Exhibit B. Pursuant to Section 4.1(c) of the Transaction Agreement, each of those Members has contributed to the Company such Member’s Voting Units in consideration for the Company’s issuance to such Member of an equal number of shares of Class B Common Stock.

2

The calculations on this Exhibit are based on the number of outstanding shares of Clearwire Corporation on Oct. 31, 2008. The Exhibit will need to be updated to reflect the actual number of shares of Clearwire Common Stock outstanding on the business day immediately prior to Closing and the corresponding adjustments to the Voting and Class A Common Units held by Clearwire Corporation and to each Member’s Percentage Interest in Clearwire Communications.

B-1

EXHIBIT C

INITIAL CAPITAL ACCOUNT BALANCES¹²

Member(s)	Capital Account Balance
Clearwire Corporation	$	3,788,139,680
Sprint HoldCo, LLC	$	7,399,963,000
Intel Capital Wireless Investment Corporation 2008A	$	333,331,653
Intel Capital Wireless Investment Corporation 2008B	$	333,331,673
Intel Capital Wireless Investment Corporation 2008C	$	333,331,673
Comcast Wireless Investment I, Inc.	$	209,998,950
Comcast Wireless Investment II, Inc.	$	209,998,950
Comcast Wireless Investment III, Inc.	$	209,998,950
Comcast Wireless Investment IV, Inc.	$	209,998,950
Comcast Wireless Investment V, Inc.	$	209,998,950
TWC Wireless Holdings I LLC	$	183,332,403
TWC Wireless Holdings II LLC	$	183,332,423
TWC Wireless Holdings III LLC	$	183,332,423
BHN Spectrum Investments, LLC	$	99,999,500

1

The calculations on this Exhibit reflect the initial Capital Account balances of the Members immediately following the consummation of all the transactions contemplated in Articles 2, 3 and 4 of the Transaction Agreement, other than the Post-Closing Adjustment pursuant to Section 4.3 of the Transaction Agreement and the corresponding adjustments to Capital Account balances of Clearwire Corporation and Sprint HoldCo, LLC pursuant to Section 5.1 of this Agreement. Pursuant to Section 4.1(b) of the Transaction Agreement, Intel 1, Intel 2, Intel 3, Comcast I, Comcast II, Comcast III, Comcast IV, Comcast V, TWC I, TWC II, TWC III and BHN each were issued a number of Voting Units in the LLC equal to the number of Class B Common Units set forth opposite such Member’s name on this Exhibit B. Pursuant to Section 4.1(c) of the Transaction Agreement, each of those Members has contributed to the Company such Member’s Voting Units in consideration for the Company’s issuance to such Member of an equal number of shares of Class B Common Stock. The difference between the amount of capital contributed by each such Member to the LLC pursuant to Section 4.1(a) of the Transaction Agreement and the Capital Account balance set forth opposite such Member’s name on this Exhibit C represents the portion of the Member’s initial Capital Account balance in the LLC that was attributable to the transferred Voting Units.

2

The calculations on this Exhibit are based on the number of outstanding shares of Clearwire Corporation on Oct. 31, 2008. The Exhibit will need to be updated to reflect the actual number of shares of Clearwire Common Stock outstanding on the business day immediately prior to Closing and the corresponding change in the initial Capital Account balance of Clearwire Corporation.

C-1

EXHIBIT D

Assignment and Assumption Agreement
(Permitted Transferees and Permitted Designees)

     This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made as of the date written below by the undersigned (the “[Transferee/Designee]”) in accordance with the Amended and Restated Operating Agreement of Clearwire Communications LLC dated as of                     , 2008 (as amended from time to time, the “Operating Agreement”) among                     . Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Operating Agreement.

     The [Transferee/Designee] hereby acknowledges, agrees and confirms that, by its execution of this Assignment and Assumption Agreement, and upon consummation of the acquisition or Transfer, as applicable, of Units, the [Transferee/Designee] will be a Member and will be subject to all rights and obligations of a Member owning the acquired Units or the Transferor Member, as applicable, under the Operating Agreement. The [Transferee/Designee] hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Operating Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Assignment and Assumption Agreement as of the date written below.

Date:                      ___, ______

[TRANSFEREE/DESIGNEE]
By:
	Name:
	Title:

Address for Notices:

D-1

EXHIBIT E

Form of Assignee Agreement

     Under the Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of                     , 2008 (the “Operating Agreement”), by and between                     , the undersigned agrees that, having acquired Units from                      (the “Transferor”) as permitted by the terms of the Operating Agreement, the undersigned will comply with, and assumes the obligations of the Transferor under, Sections 7.4(c), 7.4(d), 8.1 and 8.3 of the Operating Agreement with respect to the Transferred Units. The undersigned represents that at least one of the following statements is true and will continue to be true throughout the period during which the undersigned holds Units:

     (a) The undersigned is not a partnership, grantor trust or S corporation (as determined for U.S. federal income tax purposes) (any such entity being referred to herein as a “Flow-Through Entity”);

     (b) The undersigned is a Flow-Through Entity and, with regard to each Beneficial Owner (as defined below) of the undersigned, a principal purpose for the establishment of the undersigned or use of the undersigned to own the Units does not include avoidance of the 100-partner limitation set forth in Treasury Regulation Section 1.7704-1(h)(1)(ii). For purposes of this Agreement, the term “Beneficial Owner” shall mean, with respect to the undersigned, any person that holds an equity interest in the undersigned, either directly or indirectly through a nominee, agent and/or through one or more entities that are Flow-Through Entities; or

     (c) The undersigned is a Flow-Through Entity and, with regard to each Beneficial Owner, not more than 50 percent of the value of such Beneficial Owner’s interest in any Flow-Through Entity is attributable to such Flow-Through Entity’s direct or indirect interest in the LLC.

     Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Operating Agreement.

Listed below is information regarding the Units:

Number and Class of Units

E-1

     IN WITNESS WHEREOF, the undersigned has executed this Assignee Agreement as of                      ___, 20___.

[NAME OF ASSIGNEE]

Name:

Title:

     Acknowledged by:

E-2

EXHIBIT F

Equityholder Groups’ Maximum Number of Holders

	Equityholder Group’s Maximum
Equityholder Group	Number of Holders
Sprint		36
Intel		15
Comcast		15
TWC		10
BHN		2
Eagle River		3
Managing Member		9

F-1

EX-10.2

Exhibit 10.2

EXECUTION

INCREMENTAL SPRINT TERM LOAN AMENDMENT

     INCREMENTAL SPRINT TERM LOAN AMENDMENT, dated as of December 1, 2008 (this “Amendment”) among CLEARWIRE LEGACY LLC (formerly known as CLEARWIRE SUB LLC), a Delaware limited liability company and CLEARWIRE XOHM LLC (formerly known as SX SUB, LLC), a Delaware limited liability company (collectively the “Borrower”), CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and SPRINT NEXTEL CORPORATION (the “Sprint Lender”), to the Amended and Restated Credit Agreement, dated as of November 21, 2008 (the “Credit Agreement”), among CLEARWIRE CORPORATION, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., as co-documentation agents (in such capacities, the “Co-Documentation Agents”), JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), MORGAN STANLEY & CO. INCORPORATED, as collateral agent (in such capacity, the “Collateral Agent”) and the Administrative Agent.

W I T N E S S E T H

     WHEREAS, Sprint Lender has agreed to make a certain term loan to the Borrower as contemplated by the Credit Agreement;

     WHEREAS, pursuant to Section 2.18 of the Credit Agreement, the Borrower and Holdings have requested that an additional term loan in the amount of $179,195,798.00 (the “Incremental Sprint Term Loan”) be made available to the Borrower, and Sprint Lender and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that (a) Sprint Lender will make the Incremental Sprint Term Loan, (b) the proceeds of the Incremental Sprint Term Loan shall be utilized to pay the Secured Note and (c) as permitted by Section 2.18 thereof, the Credit Agreement will be amended as set forth herein without additional consent or approval of the Lenders;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

     SECTION 2. Amendment of the Credit Agreement. (a) The Incremental Sprint Term Loan shall be deemed to be “Term Loans”, Sprint shall be deemed to be a “Sprint Lender” and this Amendment shall be deemed to be an “Incremental Sprint Term Loan Amendment”. (b) Section 1 of the Credit Agreement is hereby amended as follows:

     (i) by adding the following new definition, to appear in proper alphabetical order:

- 2 - -

     “Incremental Sprint Term Loan Effective Date”: the date on which the conditions precedent set forth in Section 3 of the Incremental Sprint Term Loan Amendment dated as of December 1, 2008 to this Agreement shall have been satisfied or waived, which date is December 1, 2008.

     (b) Section 2.1 is hereby amended by inserting the following new clause (b):

     “(b) Subject to the terms and conditions hereof, Sprint Lender agrees to make the Incremental Sprint Term Loan to the Borrower pursuant to a single borrowing on the Incremental Sprint Term Loan Effective Date. Borrowings of the Incremental Sprint Term Loan shall be available only on the Incremental Sprint Term Loan Effective Date.”.

     SECTION 3. Conditions to Effectiveness of Amendment. The effectiveness of this Amendment and the obligation of Sprint Lender to make the Incremental Sprint Term Loan hereunder on the Incremental Sprint Term Loan Effective Date are subject to the satisfaction or waiver on or prior to the Incremental Sprint Term Loan Effective Date of each of the following conditions:

     (a) The Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by a duly authorized officer of Holdings, the Borrower and Sprint Lender, (ii) an executed Acknowledgement and Consent, in the form set forth at the end of this Amendment, from each Loan Party, (iii) a Note with respect to the Incremental Sprint Term Loan conforming to the requirements hereof and executed by a duly Authorized Officer of the Borrower and (iv) an Assumption Agreement executed and delivered by a duly authorized officer of each of Clearwire Legacy LLC and Clearwire Xohm LLC.

     (b) The Administrative Agent shall have received opinions, addressed to the Administrative Agent and Sprint Lender dated the Incremental Sprint Term Loan Effective Date, from (i) Kirkland & Ellis LLP, special New York counsel to the Borrower and (ii) Broady R. Hodder.

     (c) The Administrative Agent shall have received from the Borrower, a certificate, dated the Incremental Sprint Term Loan Effective Date, signed by an Authorized Officer of the Borrower with (x) copies of the resolutions, or such other administrative approval, of the Borrower approving the Incremental Sprint Term Loan, the Acknowledgement and Consent and the Assumption Agreement to be reasonably satisfactory to the Administrative Agent and (y) a statement that all of the applicable conditions set forth in Sections 3(f) and 3(g) of this Amendment have been satisfied as of such date.

     (d) The Administrative Agent shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented, on or before the Incremental Sprint Term Loan Effective Date.

     (e) The Administrative Agent shall have received from the President, Chief Financial Officer or another senior financial or accounting officer of Holdings a reasonably

- 3 - -

satisfactory solvency certificate that shall document the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby.

     (f) All representations and warranties contained in the Credit Agreement (as amended by this Amendment) or in the other Loan Documents in effect on the Incremental Sprint Term Loan Effective Date both before and after giving effect to the Incremental Sprint Term Loan shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Incremental Sprint Term Loan Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects.

     (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

     SECTION 4. Effects on Loan Documents. (a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

     (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents.

     (c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

     SECTION 5. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all their reasonable documented out-of-pocket costs and expenses incurred in connection with this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable documented fees and disbursements of counsel to the Administrative Agent, in each case to the extent required by Section 10.5 of the Credit Agreement.

     SECTION 6. Non-Reliance on Administrative Agent. (a) Sprint Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent or any Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make the Incremental Sprint Term Loan hereunder and enter into this Amendment. Sprint Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates.

- 4 - -

     (b) Each party hereto acknowledges that Morgan Stanley & Co. Incorporated and/or its affiliates are engaged in providing investment banking and financial advisory services, as well as securities trading, securities brokerage and financing activities, including to the Borrower.  Each party hereto acknowledges that none of Morgan Stanley & Co. Incorporated or any affiliate thereof involved in such services or activities has any obligation to use in connection with the transactions contemplated by this Amendment, or to furnish to you, confidential information obtained by them in connection with such services or activities.

     SECTION 7. Joinder. From and after the Incremental Sprint Term Loan Effective Date, each Sprint Lender executing and delivering a signature page to this Amendment shall become a party to the Credit Agreement as amended hereby and shall have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof.

     SECTION 8. Amendments; Execution in Counterparts. (a) This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

     (b) This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, Holdings, the Administrative Agent and Sprint Lender. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including by means of facsimile, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

     SECTION 9. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 10.11 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

[Remainder of page intentionally left blank.]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

CLEARWIRE LEGACY LLC
By:	Clearwire Communications LLC
Its:	Manager
By: Name:	/s/ Hope Cochran Hope Cochran
Title:	SR VP, Finance & Treasurer
CLEARWIRE XOHM LLC
By:	Clearwire Communications LLC
Its:	Manager
By: Name:	/s/ Hope Cochran Hope Cochran
Title:	SR VP, Finance & Treasurer
CLEARWIRE COMMUNICATIONS LLC
By: Name:	/s/ Hope Cochran Hope Cochran
Title:	SR VP, Finance & Treasurer

[Signature Page to Incremental Sprint Term Loan Amendment]

MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent
By:	/s/ Stephen B. King
Name:	Stephen B. King
Title:	Vice President
Morgan Stanley Senior Funding, Inc.

[Signature Page to Incremental Sprint Term Loan Amendment]

SPRINT NEXTEL CORPORATION, as a Lender
By: Name:	/s/ Keith O. Cowan Keith O. Cowan
Title:	President of Strategic Planning and
Corporate Initiatives

[Signature Page to Incremental Sprint Term Loan Amendment]

EX-99.1

Exhibit 99.1

Clearwire Completes Transaction with Sprint Nextel and $3.2 Billion
Investment to Launch 4G Mobile Internet Company

Combination of Sprint and Clearwire’s WiMAX Businesses with $3.2 Billion Cash Investment from
Comcast, Intel, Time Warner Cable, Google, and Bright House Networks Creates New Opportunities
for Next-Generation Services

Clearwire Spectrum Holdings to Enable Unmatched Wireless Network Capacity
for Broadband Services
 
Clearwire’s Mobile WiMAX Services to be Branded “Clear”™

KIRKLAND, Wash. – Dec. 1, 2008 – Clearwire Corporation (NASDAQ: CLWRD for the first 20 trading days and CLWR thereafter) today announced that it has completed the transaction with Sprint Nextel Corporation (NYSE: S) to combine their next-generation wireless Internet businesses. The new company retains the Clearwire name and expects to build the first nationwide 4G mobile broadband network focused on meeting the evolving needs and demands for Internet-based communications services. In addition, Clearwire has received a $3.2 billion investment from Comcast, Intel, Time Warner Cable, Google and Bright House Networks. The transaction with Sprint and the new cash investment were completed on the terms originally announced on May 7, 2008.

“As we roll out our network across the country, people will no longer have to make the choice between speed and mobility. We are bringing a new mobile Internet experience to customers at speeds previously relegated to fixed locations,” said Benjamin G. Wolff, chief executive officer of Clearwire. “With significant spectrum holdings yielding unmatched network capacity, a next-generation all-IP network, and an open Internet business model, Clearwire will deliver a simple value proposition aimed to improve productivity and make the Internet experience more enjoyable, wherever our customers happen to be.”

“With the global economic challenges ahead for consumers and businesses next year, we believe it’s important to invest in those infrastructure improvements that can propel the U.S. forward and stimulate innovation,” continued Wolff. “Today is just the beginning. Over the coming years, as Clearwire rolls out ultra high-speed mobile Internet services across the country, we expect to be well positioned to transform the communications landscape.”

Clearwire Chairman, Craig O. McCaw said, ”This is not simply about a time-to-market advantage, but about having an amazing block of spectrum that is unencumbered by legacy commercial uses and technology. It is a chance to do something right the first time, with simplicity and incredible efficiencies. We are building a wireless broadband network that will stand the test of both time and competition. This is far and away the most exciting opportunity in wireless I have seen since the beginning of cellular in 1983.”

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Page 1 of 7

“This is the beginning of a new chapter in wireless that leverages Sprint’s investment in 4G to profoundly change how people and businesses send, receive and use information,” said Dan Hesse, chief executive officer of Sprint and member of Clearwire’s Board of Directors. “As the largest shareholder in Clearwire, Sprint is uniquely positioned to provide customers with both the largest and most dependable 3G network in America and access to the nation’s first 4G mobile broadband network.”

New Investors

Clearwire received the $3.2 billion investment from some of the most innovative communications, entertainment, and technology companies in the world, including: Comcast, Intel through Intel Capital, Time Warner Cable, Google, and Bright House Networks, and, as previously announced, will receive an additional investment from Trilogy Equity Partners in the coming months.

Brian L. Roberts, chairman and chief executive officer of Comcast Corporation said, “We look forward to providing our customers with exciting high speed mobile products.  Our customers want access to the most innovative products both in and outside the home.  With our new partners, we will deliver integrated mobile high speed Internet products for years to come.”

“Clearwire represents a significant move forward for 4G wireless technology in the U.S.,” said Paul Otellini, Intel president and chief executive officer. “WiMAX is the right combination of industry leaders and technology needed to meet the growing demand for more powerful, flexible mobile broadband solutions today. The investments made by Intel Capital around the globe demonstrate our continued commitment to redefine the way people enjoy the Internet on the go.”

Glenn Britt, president and chief executive officer of Time Warner Cable said, “We connect our customers with entertainment, information and each other; any time, anywhere, on any device.  Our investment in Clearwire will help us further that goal by adding value and creating a seamless Time Warner Cable experience.”

“People should be able to access the Internet anytime, regardless of where they are or what device they choose to use,” said Eric Schmidt, chief executive officer and chairman of Google.  “We are pleased that Clearwire’s mobile WiMAX network will soon offer high speed broadband that will allow subscribers to be online in a greater number of places and on a larger variety of devices.”

Robert J. Miron, chairman of Bright House Networks said, “Bright House Networks is proud to join this strong set of partners in Clearwire. We are enthused to be part of this advanced 4G wireless deployment bringing subscribers the highest throughput mobility solution on the market today.”

Spectrum Yields Unmatched Wireless Network Capacity

Clearwire’s open all-IP network utilizes mobile WiMAX technology, providing customers with average download speeds initially of 2-4 megabits per second and peak rates that are considerably faster. However, the company noted that its spectrum holdings are what provide Clearwire with real differentiation in that it enables the company to provide true, mobile broadband services. At the closing, Sprint contributed its entire 2.5 GHz spectrum holdings to Clearwire. With this combined spectrum portfolio, Clearwire now has 100 MHz or more of optimal 4G spectrum in most markets across the U.S.

“In the landline world, service providers can’t deliver broadband without a big enough ‘pipe,’ and in the wireless world that means having enough of the right kind of spectrum,” continued Wolff. “Our significant spectrum holdings provide Clearwire with unmatched, dedicated network capacity for data services that will enable us to deliver true, mobile broadband services in ways never before possible.”

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Page 2 of 7

Let’s Be Clear

The company also announced today that, while its company name will remain Clearwire, its new mobile WiMAX services will be branded Clear™. The Clear™ brand will apply to all new mobile WiMAX services to be offered by Clearwire in the U.S. and will be phased in to those markets where Clearwire offers pre-WiMAX services, as these existing markets are upgraded to mobile WiMAX technology.

In the coming months, the Clear brand will replace the XOHM service name previously used by Sprint Nextel in the Baltimore, Md. market. Clearwire expects current XOHM customers will not experience any impact as a result of the transaction, and they will continue to enjoy the current benefits of various notebook computing, portable multimedia and Internet devices, service plans and features.

In addition, the company unveiled a new marketing tagline, “Let’s Be Clear,” that will be used in conjunction with the new Clear service brand in upcoming market launches. The new marketing efforts will clearly communicate the service’s unprecedented combination of speed, mobility and simplicity.

Company Management and Board of Directors

Benjamin G. Wolff will continue to serve as Clearwire’s chief executive officer, and Perry Satterlee continues as the company’s chief operating officer. Sprint’s two most senior WiMAX leaders have joined Clearwire’s management team. Barry West, who served as Sprint’s chief technology officer and XOHM business unit leader, is now president and chief architect of Clearwire, and Atish Gude, formerly senior vice president of Sprint’s XOHM mobile broadband operations, is now senior vice president and chief marketing officer of Clearwire.

Clearwire’s Board of Directors will initially have eight members. Clearwire founder and wireless pioneer, Craig McCaw, is non-executive chairman of the board. Along with McCaw, other directors are Dan Hesse, Sprint’s chief executive officer; Keith Cowan, Sprint’s president, strategy and corporate development; John Stanton, chairman and chief executive officer of Trilogy Equity Partners and former chairman and chief executive officer of VoiceStream and Western Wireless; Sean Maloney, executive vice president, chief sales and marketing officer of Intel; Frank Ianna, former president of network services for AT&T; Jose A. Collazo, former head of BT Global Services and former chairman, president and chief executive officer of Infonet Services Corporation; and Dennis Hersch, former global chairman of mergers and acquisitions for JP Morgan. An additional five seats on the board are expected to be filled in the coming weeks.

Clearwire remains headquartered in Kirkland, Wash. It will continue to have a focused technology and east coast deployment presence in Herndon, Va.

Terms of the Transaction

Shares of old Clearwire’s Class A Common Stock, together with all outstanding options, restricted stock units and warrants to purchase shares of old Clearwire common stock, have been converted into an equivalent number of new shares, options, restricted stock units or warrants, respectively, in the new company.

With the closing, Sprint contributed all of its 2.5 GHz spectrum and its WiMAX-related assets, including its XOHM business, to Clearwire. The implied equity valuation of Sprint’s contribution will result in approximately 51 percent ownership on a fully diluted basis, based on the initial target price of $20.00 per share.

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Intel Corporation (NASDAQ: INTC) through Intel Capital, Google Inc. (NASDAQ: GOOG), Comcast Corporation (NASDAQ: CMSCA, CMCSK), Time Warner Cable Inc. (NYSE: TWC), and Bright House Networks, LLC – have collectively invested $3.2 billion in Clearwire and its operating subsidiary. As a group, these investors initially acquired approximately 22 percent of the new Clearwire and its operating subsidiary on a fully diluted basis at the initial investment price of $20.00 per share, subject to a post-closing adjustment described below. Comcast invested $1.05 billion, Intel Capital invested $1.0 billion in addition to its previous investments made in Clearwire, Time Warner Cable invested $550 million, Google invested $500 million, and Bright House Networks invested $100 million, for an aggregate total of $3.2 billion. The investments by Intel Capital, Comcast, Time Warner Cable and Bright House Networks and the contributions of assets from Sprint described above were made into a limited liability company subsidiary of Clearwire. Google invested directly in Clearwire and acquired new Clearwire Class A Common Stock. In a separate transaction to occur 90 days after closing, Trilogy Equity Partners will invest $10 million in the purchase of shares of new Clearwire Class A Common Stock on the same pricing terms as the other investors.

A post-closing adjustment to the price paid by the new investors other than Sprint will be made 90 days following the closing, which will be based upon the average trading price of Clearwire Class A Common Stock over 15 randomly selected trading days during the 30-trading day period ending on the 90th day after the closing date. The price per share will be based upon the volume weighted average price per share on such days and is subject to a cap of $23.00 per share and a floor of $17.00 per share. The fully-diluted ownership percentages of the new Clearwire held by Clearwire’s current shareholders, Sprint and the new investors will be determined once the adjustment, if any, occurs.

On November 28, 2008, in connection with the consummation of the transactions, the company filed a Form 25 with the Securities and Exchange Commission (“SEC”) to complete the voluntary delisting of the predecessor Clearwire Corporation’s Class A common stock from the NASDAQ Stock Market, which will become effective 10 days after the filing date. When that occurs, the company intends to file a Form 15 with the SEC to suspend its predecessor’s obligation to file reports under the Securities Exchange Act of 1934. Clearwire’s new Class A Common Stock will temporarily trade under the symbol CLWRD for 20 trading days before switching to CLWR.

Note to Media: Clearwire will host a conference call for press and analysts today, December 1, 2008, at 7am PT/10am ET.  To access today’s conference call, please call 866-783-2140 or outside the U.S., dial 857-350-1599. The passcode for the call is 41467097. A simultaneous webcast can be accessed via the Internet at http://investors.clearwire.com.  The conference call will be archived and available for replay until midnight Eastern Time (9 p.m. Pacific Time), on Monday, December 15, 2008. To access the replay, please call 888-286-8010 or outside the United States, dial 617-801-6888. The replay passcode is 67750421.

A news package of B-roll including CEO sound bites, product shots, and more will be available via satellite during two separate times today:

December 1, 7:05 a.m. PT/10:05 am ET 
December 1, 10:00 a.m. PT/1:00 p.m. ET
 
Galaxy 17, Transponder 19, Slot A
Orbital 91 degrees
Uplink frequency 6291.500 vertical
Downlink frequency 4066.500 horizontal
FEC 3/4, symbol rate 6.113
8.448 data rate

Additional information is available at www.Clearwire.com.

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About Clearwire

Clearwire, (NASDAQ: CLWRD for the first 20 trading days and CLWR thereafter), offers a robust suite of advanced high-speed wireless broadband services to consumers and businesses. Clearwire’s open all-IP network, combined with significant spectrum holdings, provides unmatched network capacity to deliver next generation Internet access and applications. The company is building the first, nationwide 4G mobile Internet network, bringing together an unprecedented combination of speed and mobility. Investors include Sprint Nextel Corporation, Comcast Corporation, Intel through Intel Capital, Time Warner Cable, Google and Bright House Networks. Clearwire currently provides mobile WiMAX-based service in Baltimore, Md., and provides pre-WiMAX services in 50 markets across the U.S. and Europe. Headquartered in Kirkland, Wash., additional information about Clearwire is available at www.clearwire.com.

About Sprint Nextel

Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving nearly 51 million customers at the end of the third quarter 2008; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. For more information, visit www.sprint.com.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com) is the nation’s leading provider of entertainment, information and communication products and services. With 24.4 million cable customers, 14.7 million high-speed Internet customers, and 6.1 million Comcast Digital Voice customers, Comcast is principally involved in the development, management and operation of broadband cable systems and in the delivery of programming content.

Comcast’s content networks and investments include E! Entertainment Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, ten Comcast SportsNet networks and Comcast Interactive Media, which develops and operates Comcast’s Internet businesses, including Comcast.net (www.comcast.net). Comcast also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia.

About Intel Capital and Intel

Intel Capital, Intel’s global investment organization, makes equity investments in innovative technology start-ups and companies worldwide. Intel Capital invests in a broad range of companies offering hardware, software, and services targeting enterprise, home, mobility, health, consumer Internet, semiconductor manufacturing and cleantech. Since 1991, Intel Capital has invested more than US$7.5 billion in approximately 1,000 companies in 45 countries. In that timeframe, 168 portfolio companies have gone public on various exchanges around the world and 212 were acquired or participated in a merger. In 2007, Intel Capital invested about US$639 million in 166 deals with approximately 37 percent of funds invested outside the United States. For more information on Intel Capital and its differentiated advantages, visit www.intelcapital.com.

Intel, the world leader in silicon innovation, develops technologies, products and initiatives to continually advance how people work and live. Additional information about Intel is available at www.intel.com/pressroom.

About Google Inc.

Google’s innovative search technologies connect millions of people around the world with information every day. Founded in 1998 by Stanford Ph.D. students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google’s targeted advertising program provides businesses of all sizes with measurable results, while enhancing the overall web experience for users. Google is headquartered in Silicon Valley with offices throughout the Americas, Europe and Asia. For more information, visit www.google.com.

About Time Warner Cable

Time Warner Cable is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas — New York state (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of March 31, 2008, Time Warner Cable served approximately 14.7 million customers who subscribed to one or more of its video, high-speed data and voice services, representing approximately 33 million revenue generating units.

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About Bright House Networks (BHN)

Bright House Networks is the nation’s 6th largest MSO with 2.4 million customers in several large markets including Bakersfield, California; Birmingham, Alabama; Detroit, Michigan; Indianapolis, Indiana; Orlando, Florida (Central Florida Division) and Tampa Bay, Florida along with several other smaller systems in Alabama and the Florida Panhandle. The high-growth Tampa/Central Florida markets are contiguous and form one of the country’s largest cable clusters. BHN’s corporate locations are in Syracuse, New York and Orlando, Florida.

Contact Information:

Clearwire Investor Relations	Clearwire Media Relations
Mary Ekman	Susan Johnston
425-216-7995	425-216-7913
mary.ekman@clearwire.com	susan.johnston@clearwire.com
Sprint Investor Relations	Sprint Media Relations
Bryan Fries	Scott Sloat
800-239-3755	301-951-2816
Investor.relations@sprint.com	Scott.sloat@sprint.com
Intel Media Relations	Comcast Media Relations
Suzy Pruitt	D’Arcy Rudnay
503-264-0996	215-286.8582
suzy.pruitt@intel.com	darcy_rudnay@comcast.com
Comcast Media Relations	Time Warner Cable Media Relations
John Demming 215-286-8011	Alex Dudley 212-364-8229
john_demming@comcast.com	alex.dudley@twcable.com
Google Media Relations	Bright House Networks Media Relations
Andrew Pederson	Jennifer Mooney
650-214-6228	407-210-3165
anrewpederson@google.com	Jennifer.mooney@mybrighthouse.com

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the securities laws. The statements in this release regarding anticipated benefits of the transaction with Sprint; plans for the development and deployment of the first nationwide next-generation wireless broadband network based on mobile WiMAX technology; the timing, availability, capabilities and coverage of our network; products and services to be offered on our network; planned marketing and branding efforts and other statements that are not historical facts are forward-looking statements. The words “will,” “would,” “may,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “designed” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are projections reflecting management’s judgment and assumptions based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Future performance cannot be assured. Actual results may differ materially from those in the forward-looking statements due to a variety of factors, including, but not limited to:

• the ability of the company to successfully integrate the operations, technologies, products and services of Clearwire and Sprint’s wireless Internet business;

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• the costs and business risks associated with deploying our network and offering products and services utilizing mobile WiMAX technology;

• the availability of additional financing on acceptable terms;

• the ability of third-party suppliers, software developers and other vendors to perform requirements and satisfy obligations necessary to create products and software designed to support desired features and functionality;

• the impact of adverse network performance;

• actions by regulatory agencies; and

• other risks referenced in the section of Clearwire’s proxy statement/prospectus entitled “Risk Factors”, which was filed on Form S-4 with the Securities and Exchange Commission (File No. 333-153128).

Clearwire believes the forward-looking statements in this release are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date of this release. Clearwire is not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of this release.

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